Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 28, 2022 | Jun. 17, 2022 | Aug. 31, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | NextPlay Technologies Inc. | ||
Trading Symbol | NXTP | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --02-28 | ||
Entity Common Stock, Shares Outstanding | 117,436,081 | ||
Entity Public Float | $ 55 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001372183 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Feb. 28, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38402 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 26-3509845 | ||
Entity Address, Address Line One | 1560 Sawgrass Corporate Parkway | ||
Entity Address, Address Line Two | Suite 130 | ||
Entity Address, City or Town | Sunrise | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33323 | ||
City Area Code | (954) | ||
Local Phone Number | 888-9779 | ||
Title of 12(b) Security | Common Stock, $0.00001 Par Value Per Share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 6706 | ||
Auditor Name | TPS Thayer, LLC | ||
Auditor Location | Sugar Land, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
Current assets | ||
Cash and cash equivalent | $ 6,618,951 | $ 444,920 |
Short term investment | 304,509 | |
Accounts receivable, net | 766,793 | |
Loans receivable, net | 17,355,163 | |
Unbilled receivables | 3,277,408 | |
Other receivable | 343,681 | |
Other receivable, related parties | 155,425 | |
Work in progress | 691,863 | |
Prepaid expenses and other current assets | 1,010,364 | 235,746 |
Advance for investments | 3,227,117 | |
Investment in unconsolidated affiliate: Short-term | 8,722 | |
Convertible notes receivable, related party | 3,000,000 | |
Total current assets | 33,759,996 | 3,680,666 |
Non-current assets | ||
Investment in unconsolidated affiliates: Long-term | 6,258 | |
Convertible notes receivable, related party - net | 4,594,214 | |
Intangible assets, net | 17,661,676 | 7,759,603 |
Goodwill | 38,946,419 | |
Computers, furniture and equipment, net | 557,961 | 25,793 |
Operating lease right-of-use asset | 3,962,596 | 0 |
Security deposits | 264,373 | |
Total non-current assets | 65,993,497 | 7,785,396 |
Total assets | 99,753,493 | 11,466,062 |
Current liabilities | ||
Line of credit and notes payable, net | 7,341,745 | |
Accounts payable and accrued expenses | 8,595,064 | 343,941 |
Other current liabilities | 392,684 | 11,163 |
Deferred revenue | 2,087,763 | |
Current portion of operating lease liability | 711,803 | |
Other current liabilities - customer demand deposits payable | 7,608,279 | |
Other liabilities affiliate | 38,260 | |
Notes payable - related party | 765,040 | 1,053,082 |
Total current liabilities | 27,502,378 | 1,446,446 |
Non-current liabilities | ||
Line of credit and notes payable long-term, net | 270,809 | |
Note payable long term, related parties | 966,314 | |
Operating lease liability, noncurrent portion | 3,117,947 | |
Other long-term liability | 34,847 | |
Total non-current liabilities | 4,389,917 | |
Total liabilities | 31,892,295 | 1,446,446 |
Commitments and Contingencies | ||
Stockholders’ equity | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized; 108,360,020 and 62,400,000 shares outstanding at February 28, 2022 and 2021, respectively | 1,084 | 624 |
Treasury stock | (771,453) | |
Additional paid-in-capital | 104,393,361 | 11,599,357 |
Accumulated other comprehensive (loss)/income | (218,703) | 10,221 |
Accumulated deficit | (39,173,079) | (1,200,309) |
Stockholders’ equity attributable to parent | 64,231,210 | 10,409,893 |
Non-controlling interest | 3,629,988 | (390,277) |
Total stockholders’ equity | 67,861,198 | 10,019,616 |
Total liabilities and stockholders’ equity | 99,753,493 | 11,466,062 |
Series A Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | ||
Series B Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | ||
Series C Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | ||
Series D Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Feb. 28, 2022 | Jul. 15, 2021 | Feb. 28, 2021 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares outstanding | 108,360,020 | 62,400,000 | |
Series A Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series B Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 10,000,000 | |
Preferred stock, shares outstanding | 0 | 10,000,000 | |
Series C Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 3,828,500 | 3,828,500 | |
Preferred stock, shares issued | 0 | 3,828,500 | |
Preferred stock, shares outstanding | 0 | 3,828,500 | |
Series D Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 6,100,000 | 6,100,000 | 6,100,000 |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Revenue | ||
Total revenue | $ 8,203,326 | |
Cost of Revenue | ||
Total Cost of Revenue | 2,346,367 | |
Gross Profit | 5,856,959 | |
Operating Expenses | ||
General and administrative | 12,463,578 | 784,945 |
Salaries and benefits | 5,722,609 | 325,473 |
Technology and development | 1,023,504 | 3,180 |
Stock-based compensation | 546,978 | |
Selling and promotions expense | 1,126,231 | 4,702 |
Depreciation and amortization | 5,658,299 | 461,596 |
Total operating expenses | 26,541,199 | 1,579,896 |
Operating Loss | (20,684,240) | (1,579,896) |
Other Income/ (Expense) | ||
Valuation loss, net | (2,380,157) | |
Impairment loss | (11,583,852) | |
Allowance for credit loss | (3,136,685) | |
Interest expense | (2,505,522) | (51,827) |
Realized loss on sale of marketable securities | (59,586) | |
Foreign Exchange loss | (2,110) | |
Other income (expense) | (47,556) | 425 |
Total other income (expenses) | (19,713,358) | (53,512) |
Net loss before tax | (40,397,598) | (1,633,408) |
Estimated corporate taxes | (16,876) | |
Net loss | (40,414,474) | (1,633,408) |
Share of non-controlling interest | (2,441,704) | (433,099) |
Net loss attributable to parent | (37,972,770) | (1,200,309) |
Other Comprehensive income (loss): | ||
Foreign currency translation gain (loss) | (489,746) | 20,859 |
Total other comprehensive income (loss) | (489,746) | 20,859 |
Comprehensive loss | (40,904,220) | (1,612,549) |
Total foreign currency translation allocated to: | ||
Equity holders of the Company | (228,924) | 10,221 |
Non-controlling interests of the subsidiaries | (260,822) | 10,638 |
Total foreign currency translation | (489,746) | 20,859 |
Total comprehensive loss attributable to: | ||
Equity holders of the Company | (38,346,555) | (1,190,088) |
Non-controlling interests of the subsidiaries | (2,557,665) | (422,461) |
Total comprehensive loss | $ (40,904,220) | $ (1,612,549) |
Basic (in Shares) | 94,513,747 | 62,400,000 |
Diluted (in Shares) | 94,513,747 | 62,400,000 |
Basic net loss per share (in Dollars per share) | $ (0.4) | $ (0.02) |
Diluted net loss per share (in Dollars per share) | $ (0.4) | $ (0.02) |
Media subscription and services | ||
Revenue | ||
Total revenue | $ 4,463,051 | |
Cost of Revenue | ||
Total Cost of Revenue | 1,273,959 | |
Product development revenue | ||
Revenue | ||
Total revenue | 2,003,447 | |
Interest and financial services | ||
Revenue | ||
Total revenue | 1,581,421 | |
Cost of Revenue | ||
Total Cost of Revenue | 490,911 | |
Travel services | ||
Revenue | ||
Total revenue | 155,407 | |
Cost of Revenue | ||
Total Cost of Revenue | 137,170 | |
Cost of product development | ||
Cost of Revenue | ||
Total Cost of Revenue | $ 444,327 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Preferred BStock | Preferred CStock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive income | Total shareholders’ equity | Non-controlling affiliate | Total |
Balance at Mar. 05, 2020 | ||||||||||
Balance (in Shares) at Mar. 05, 2020 | ||||||||||
cash | $ 234 | 5,196,353 | 5,196,587 | 32,184 | 5,228,771 | |||||
cash (in Shares) | 23,400,000 | |||||||||
Intangible assets | $ 390 | 6,403,004 | 6,403,394 | 6,403,394 | ||||||
Intangible assets (in Shares) | 39,000,000 | |||||||||
Net loss for the year | (1,200,309) | (1,200,309) | (433,099) | (1,633,408) | ||||||
Foreign currency translation adjustment | 10,221 | 10,221 | 10,638 | 20,859 | ||||||
Balance at Feb. 28, 2021 | $ 624 | 11,599,357 | (1,200,309) | 10,221 | 10,409,893 | (390,277) | 10,019,616 | |||
Balance (in Shares) at Feb. 28, 2021 | 62,400,000 | |||||||||
Reduction of share capital | $ (104) | (2,999,896) | (3,000,000) | (3,000,000) | ||||||
Reduction of share capital (in Shares) | (10,400,000) | |||||||||
Reverse acquisition recapitalization | $ 100 | $ 38 | $ 239 | 62,813,297 | 62,813,536 | 6,577,930 | 69,391,466 | |||
Reverse acquisition recapitalization (in Shares) | 10,000,000 | 3,828,500 | 23,854,203 | |||||||
Conversion of preferred shares | $ (100) | $ (38) | $ 112 | (112) | ||||||
Conversion of preferred shares (in Shares) | (10,000,000) | (3,828,500) | 11,246,200 | |||||||
Shares issued for compensation | $ 3 | 419,225 | 419,228 | 419,228 | ||||||
Shares issued for compensation (in Shares) | 258,594 | |||||||||
Shares issued for consulting services | $ 1 | 127,749 | 127,750 | 127,750 | ||||||
Shares issued for consulting services (in Shares) | 97,500 | |||||||||
Shares issued for debt payment | $ 3 | 669,997 | 670,000 | 670,000 | ||||||
Shares issued for debt payment (in Shares) | 335,000 | |||||||||
Shares issued for business combination | $ 19 | 4,813,933 | 4,813,952 | 4,813,952 | ||||||
Shares issued for business combination (in Shares) | 1,925,581 | |||||||||
Shares issued for private placement | $ 190 | 27,849,811 | 27,850,001 | 27,850,001 | ||||||
Shares issued for private placement (in Shares) | 18,987,342 | |||||||||
Warrant cancellation | (900,000) | (900,000) | (900,000) | |||||||
Share repurchase | $ (3) | (771,453) | (771,456) | $ (771,456) | ||||||
Share repurchase (in Shares) | (344,400) | 344,400 | ||||||||
Net loss for the year | (37,972,770) | (37,972,770) | (2,296,843) | $ (40,269,613) | ||||||
Foreign currency translation adjustment | (228,924) | (228,924) | (260,822) | (489,746) | ||||||
Balance at Feb. 28, 2022 | $ 1,084 | $ (771,453) | $ 104,393,361 | $ (39,173,079) | $ (218,703) | $ 64,231,210 | $ 3,629,988 | $ 67,861,198 | ||
Balance (in Shares) at Feb. 28, 2022 | 108,360,020 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (37,972,770) | $ (1,200,309) |
Depreciation and amortization | 5,601,203 | 461,596 |
Valuation loss, net | 2,439,745 | |
Impairment loss on intangible assets | 1,415,746 | |
Impairment on goodwill | 10,168,105 | |
Allowance for note receivable losses | 3,098,967 | |
Allowance for loan losses | 4,273 | |
Stock based compensation | 546,978 | |
Provision from employee benefits | 6,131 | |
Gain on sale of Computer, furniture and equipment | (49) | |
Gain on minority interest | (2,441,704) | (433,099) |
(Gain) loss on currency translation | (814,058) | 20,859 |
Changes in operating assets and liabilities: | ||
Amounts due from related parties | 38,062 | 38,260 |
Amounts due to related party | 6,014 | |
Accounts receivable | 647,268 | |
Unbilled receivable | 1,243,064 | |
Loans receivable | (9,622,632) | |
Prepaid expenses and other current assets | 4,232,573 | (235,746) |
Work in progress | (90,549) | |
Security deposits | 107,867 | |
Operating lease liabilities | (175,721) | |
Accounts payable & accrued expenses | 1,575,868 | 343,941 |
Deferred revenue - related party | 1,513,264 | |
Other current liabilities | (3,560,449) | 11,163 |
Cash used in operating activities | (22,032,804) | (993,335) |
Cash flows from investing activities: | ||
Short term investment | (304,509) | |
Payment in advance for investment | (1,000,000) | |
Convertible notes receivable - related party | (3,000,000) | |
Additions of intangible assets - related party | (955,934) | (2,619,047) |
Additions of intangible assets | (3,059,922) | (790) |
Purchase of computer, furniture, and equipment – related party | (138,291) | |
Purchase of computer, furniture, and equipment | (168,889) | (27,174) |
Proceeds from disposal of computer, furniture, and equipment | 1,435 | |
Effects of a business combination of NextBank | 4,200,006 | |
Effects of a business combination of NextPlay (Monaker) | 9,323,686 | |
Cash provided by (used in) investing activities | 7,897,582 | (5,647,011) |
Cash flows from financing activities: | ||
Proceeds from sale of stock | 27,850,000 | 6,032,184 |
Proceed from notes payable - related party | 2,171,982 | |
Repayment of notes payable - related party | (263,515) | (1,118,900) |
Treasury stock transaction | (500,000) | |
Proceeds from promissory notes - related party | 213,515 | |
Proceeds from promissory notes | 2,915,637 | |
Payments on promissory notes – related party | (215,817) | |
Payments on promissory notes | (9,690,567) | |
Cash provided by financing activities | 20,309,253 | 7,085,266 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | ||
Net change during the year/period | 6,174,031 | 444,920 |
Balance, beginning of year/period | 444,920 | |
Balance, end of year/period | 6,618,951 | 444,920 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 816,433 | 52,175 |
NON-CASH TRANSACTIONS | ||
Addition of intangible assets through exchanging shares | 5,599,981 | |
Settle (a) Convertible note receivable and (b) note payable due to closing share exchange transaction | 15,000,000 | |
Settle (a) Convertible note receivable and (b) share capital increase due to closing share exchange transaction | 430,542 | |
Operating lease right to use assets obtained in exchange for new operating lease liabilities | 8,755 | |
Share issues for consulting and employee compensation | $ 546,978 |
Summary of Business Operations
Summary of Business Operations and Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Summary of Business Operations and Significant Accounting Policies | Note 1 – Summary of Business Operations and Significant Accounting Policies Nature of Operations and Business Organization NextPlay Technologies, Inc. and its consolidated subsidiaries (“NextPlay,” “we,” “our,” “us,” or the “Company”) is building a technology solutions company, offering games, in-game advertising, digital asset products and services, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay’s engaging products and services utilize innovative advertising technology (“AdTech”), Artificial Intelligence (“AI”) and financial technology (“FinTech”) solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay is organized into 3 divisions: (i) NextMedia, the Company’s Interactive Digital Media Division; (ii) NextFinTech, the Company’s Finance and Technology Division; and (iii) NextTrip, the Company’s Travel Division. (i) NextMedia, the Company’s Interactive Digital Media Division In the Interactive Digital Media Division, NextPlay closed its acquisition of HotPlay Enterprise Limited and its In-Game Advertising (“IGA”) platform on June 30, 2021 and acquired a 51% interest in Reinhart TV AG (“Reinhart”) on June 23, 2021. Reinhart owns 100 percent of Zappware, a 20-year-old interactive Digital TV solutions company based in Belgium. The acquisition of Reinhart gives NextPlay potential reach into tens of millions of households with its IGA, Video Game, FinTech, and Travel products. (ii) NextFinTech, the Company’s Finance and Technology Division In the Finance and Technology Division, the Company’s acquisition of International Financial Enterprise Bank (“IFEB”), now called NextBank International, Inc. (“NextBank”), and the conditional approval from the Labuan Financial Services Authority (“Labuan FSA”) to operate a general insurance and reinsurance business, is expected to allow NextPlay to offer individuals and households asset management and banking services, and travel related services such as travel finance and travel insurance, subject to regulatory approval and licensing. Our Company, in accordance with Thailand foreign ownership laws, holds an indirect control of Longroot (Thailand) Company Limited (“Longroot”), which operates in financial advisory service and owns an Initial Coin Offering (“ICO”) Portal which is approved and regulated by the Thai Securities and Exchange Commission (“Thai SEC”). The Portal enables us to crypto-securitize an array of high-quality alternative assets, such as video games, insurance contracts, and real estate. These digital assets serve as a new asset class, which the Company’s management believes will create significant opportunities to accelerate products and services within the Fintech division’s asset management business. Effective November 16, 2021, the Labuan Financial Services Authority (the “Labuan FSA”) approved the Company’s application to carry on general insurance and reinsurance business, subject to certain conditions including (i) payment of a $15,000 annual license fee, (ii) submission of evidence reflecting paid up capital amounting to MYR $10.0 mil (approximately to $2,390,000 US), (iii) submission of proof of registration as a member of Labuan International Insurance Association, and (iv) submission of a Management Services Agreement with the appointed insurance manager, (v) submission of a Letter of Undertaking, and (vi) submission of constituent documents to the Registration of Company Unit. The conditions are to be met within 3 months of November 29, 2021, the date Labuan FSA issued a letter confirming the conditional approval. In May 2022, the Company received a permission letter from Labuan FSA to extend the establishment until August 31, 2022. The Company plans to use the general insurance license to issue primary insurance products and the reinsurance license to issue crypto-securitized insurance in collaboration with Longroot. On October 14, 2021, “Longroot Inc.” (a subsidiary of the Company) changed its name to “Next Fintech Holdings, Inc.” The Company plans to use Next Fintech Holdings, Inc. as the holding company for its FinTech division. (iii) NextTrip, the Company’s Travel Division NextTrip our travel division, currently offers booking solutions for both business and leisure travel. Reverse Acquisition of HotPlay Enterprise Ltd. On July 23, 2020, the Company (then known as Monaker Group, Inc. (“ Monaker Share Exchange Agreement HotPlay HotPlay Stockholders Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21) Fair Value of Monaker assets acquired Cash $ 7,837,802 Current assets $ 25,568,584 Non-current assets $ 23,078,256 Net assets acquired $ 56,484,642 Fair Value of Monaker liabilities assumed Current liabilities $ 32,482,319 Non-current liabilities $ 5,420,131 Net liabilities assumed $ 37,902,450 Net assets acquired $ 18,582,192 Purchase consideration Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Preliminary estimate of fair value of common shares $ 53,433,415 Fair value of total estimated consideration transferred $ 53,433,415 Purchase Price Allocation Fair value of Monaker net assets acquired as of 6/30/2021 $ 18,582,192 Fair value of total estimated consideration transferred $ 53,433,415 Goodwill $ 34,851,223 The Company is in the process of assessing the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, therefore the assets acquired and liabilities assumed were provisionally recorded. The assessment is to be completed within a period of one year from the acquisition date, pursuant to the measurement period allowed under ASC 805. During the measurement period, the Company is to retrospectively adjust the provisional amounts recognized at the acquisition date, and recognize additional assets or liabilities, if it obtains new information about facts and circumstances that existed as of the acquisition date. The Company’s management is in the process of assessing the fair value of the assets and liabilities and provisionally adjusted the fair value of the assets and liabilities based on the new information that existed as of the acquisition date, which resulted in a $ 3.1 million decrease of the assets. The fair value of the assets and liabilities acquired are provisionally recorded as of February 28, 2022. As of February 28, 2021 Common Stock Shares Before Recasting 144,000 Reduction in share capital (24,000 ) Total Before Recasting 120,000 Adjustment for recasting 62,280,000 After Recasting (1) 62,400,000 (1) The recasted common stock represented cash and intangible assets contributed as equity from HotPlay. In the accounting for the reverse acquisition, the share capital of the legal acquiree (HotPlay) replaced the share capital of the legal acquirer (Monaker). The authorized number of shares of common stock is recasted to present the historical equity of HotPlay on the basis of the 52,000,000 shares issued to HotPlay shareholders on a pro rata basis. The net assets acquired increased the additional paid-in capital. Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, deferred income taxes, purchase price allocation in connection with the business combination and allowance for credit losses. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents on February 28, 2022, and February 28, 2021. Short term investment Short term investment is short-term cash deposit with a maturity date more than three months required by the Office of the Commissioner of Financial Institutions (“OCIF”) for business purpose of a subsidiary. Accounts Receivable, Other Receivable, Unbilled Receivables A receivable is recognized when the Company has an unconditional right to receive consideration. If revenue has been recognized before the Company has an unconditional right to receive consideration, the amount is presented as an unbilled receivable. A receivable is measured at transaction price less impairment loss and unbilled receivables are measured at the amount of consideration that the Company is entitled to, less credit loss. The Company calculates its allowance for current expected credit losses (CECL) based on lifetime expected credit losses at each reporting date. CECLs are calculated based on its historical credit loss experience and adjusted for forward-looking factors specific to the debtors and the economic environment. A receivable is written off when there is no reasonable expectation of recovering the contractual cash flows. Loans Receivable and Allowance for Loan Losses Loans Receivable Loans that the Company has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at their outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Allowance for Loan Losses The allowance for loan losses is evaluated on a regular basis by Management and is based upon collectability of loans, based on historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This represents management’s estimate of current expected credit losses (“CECL”) in the Company’s loan portfolio over its expected life, which is the contract term being the reasonable and supportable period that we can reasonably and supportably forecast future economic conditions to estimate expected credit losses. The historical loss experience is to be adjusted for asset-specific risk characteristics and economic conditions, including both current conditions and reasonable and supportable forecasts of future conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Due to potential changes in conditions, it is possible that changes in estimates will occur and that such changes could be material to the amounts reported in the Company statements. Work In Progress Work in progress represents costs associated with software development according to contracts with customers. Work in progress mainly consists of employee and payroll related expenses and recorded on a project where milestone has not been made. Prepaid Expenses and Other Current Assets The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period indicated on the respective contract. Other current assets are recognized when it is probable that the future economic benefits will flow to the Company and the asset has a cost or value that can be measured reliably. It is then charged to expense over the expected number of periods during which economic benefits will be realized. Advance for Investment Advance for investment represents cash deposits transferred to the potential seller as a deposit payment as stipulated in the investment purchase agreement, mainly for potential acquisition of asset or business. Investment in Unconsolidated Affiliates Investment in unconsolidated affiliates is recognized at cost less valuation loss. Computers, Furniture and Equipment The Company purchases computers, laptops, furniture and fixtures. These are originally recorded at cost and stated at cost less accumulated depreciation and impairment if any. The computers and laptops are depreciated over a useful life of 3 - 5 years, respectively. The furniture and fixture are depreciated over a useful life of 5 and 10 years, respectively. Straight-line depreciation is used for all computers, laptops, furniture and equipment. Intangible Assets Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (“ASC”) 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day-to-day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period. Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that is not individually identified and separately recognized as an asset. Adjustments made to the acquisition accounting during the measurement period may affect the recognition and measurement of assets acquired and liabilities assumed, any non-controlling interest “NCI”, consideration transferred and goodwill or any bargain purchase gain, as well as the remeasurement of any pre-existing interest in the acquiree. In our assessment, goodwill arisen from reverse acquisition is allocated systematically and reasonably to 3 reporting segment and existing operating entities on the closing of reverse acquisition date which are i) NextMedia segment consisted of - Reinhart Interactive TV AG - Zappware N.V - HotPlay Enterprise Ltd. and HotPlay (Thailand) Co., Ltd., became under NextMedia segment after the reverse acquisition date ii) NextFintech segment consisted of - Next Fintech Holdings, Inc (formerly Longroot Inc) - Longroot Limited - Longroot Holding (Thailand) Co., Ltd. - Longroot (Thailand) Co., Ltd. - Next Bank International, Inc, became under NextFintech segment on its acquisition date, subsequent to reverse acquisition. iii) NextTrip segment consisted of - NextTrip Holdings, Inc. - Extraordinary Vacations USA, Inc. These segments are reviewed regularly by Chief Operating Decision Maker (“CODM”). The chief operating decision makers allocate resources and assess performance of the business and other activities at the single operating segment level. The reporting units for impairment testing purpose are determined as the lowest level of cash generating unit below the operating segments since the components constitute a business for which discrete financial information is available, and CODM regularly reviews the operating results of that components. Certain components share similar economic characteristic and deem single reporting unit. As a result, there are 5 reporting units, which are i) Reinhart/Zappware consisted of Reinhart Interactive TV AG and Zappware N.V, ii) HotPlay consisted of HotPlay Enterprise Ltd. and HotPlay (Thailand) Co., Ltd., iii) Longroot consisted of Next Fintech Holdings, Inc, Longroot Limited, Longroot Holding (Thailand) Company Limited and Longroot (Thailand) Co., Ltd. iv) NextBank, v) NextTrip consisted of NextTrip Holdings, Inc and Extraordinary Vacations USA, Inc. The Company assigned assets and liabilities to each reporting unit based on either specific identification or by using judgment for the remaining assets and liabilities that are not specific to a reporting unit. Goodwill was assigned to the reporting units based on a combination of specific identification and relative fair values. Impairment of Intangible Assets In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following but not limited to: 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. In impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s reporting unit that are expected to benefit from the synergies of the combination. The Company estimates the recoverable amount of each reporting unit to which the goodwill and intangible assets relates. Where the recoverable amount of the reporting unit is less than the carrying amount, an impairment loss is recognized in profit or loss. Impairment losses cannot be reversed in future periods. During the fourth quarter of each fiscal year, the Company carries out annual impairment reviews at the reporting unit level in respect of goodwill and intangible assets by performing qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If those impairment indicators exist, the quantitative assessment is required to assess the recoverable amount of the reporting unit by performing step 1 of the two-step goodwill impairment test. If we perform step 1 and the carrying amount of the reporting unit exceeds its fair value, we would perform step 2 to measure such impairment. In determining value in use, the estimated future cash flows are discounted to their present value to reflect current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. In determining allowance for impairment of goodwill and intangible assets, the management is required to exercise judgements regarding determination of the recoverable amount of the asset, which is the higher of its fair value less costs of disposal and its value in use. Accounts payable, note payables and accrued expenses Accounts payable are recognized when the Company receives invoices and accrued expenses are recognized when it is probable that an outflow of resources embodying economic benefits will result from the settlement of a present obligation and the amount at which the settlement will take place can be measured reliably. Notes payables are recognized at cost net transaction costs. Transaction costs are amortized over the terms of notes payable using effective interest rate method. Customer Demand Deposits Payable Customer deposit represents cash demand deposits payable received from customers at NextBank. Business Combination The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired, and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the closing date. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. Non-controlling interests Non-controlling interests represent the equity in a subsidiary that is not attributable directly or indirectly to the parent. At the acquisition date, the Company measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Foreign Currency Translation The Company prepares the consolidated financial statements using U.S. dollars as the functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholders’ equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Income and expenses are translated at the average monthly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and comprehensive loss. The effect of foreign currency translation on cash and cash equivalents is reflected in cash flows from operating activities on the consolidated statements of cash flows. Earnings per Share Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended February 28, 2022 and 2021, warrants Revenue Recognition The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation and recognizing revenue when the performance obligation is satisfied. Types of revenue consist of: Media Subscription and Services Media subscription revenue is the revenue from sales of software to 3 rd Revenue from maintenance service is recognized over the time based on contractual performance obligation monthly. Revenue from product development is recognized at the point in time when the contractual performance obligation is met for a specific milestone of the contract. The Company’s deferred revenue reflects amounts received in advance that will be recognized as revenue over time or as services are rendered. Deferred revenue expected to be realized within one year is classified as a current liability and the remaining is recorded as a non-current liability. Interest and Financial services NextBank International provides traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans, among other types of lending services. Revenues are categorized as interest income and financial services. NextBank is primarily responsible for fulfilling the services to clients, bear risks on its loan products, has discretion in establishing the price, hence it acts as principal, and recognizes revenues at the gross amount received for the services. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Financial services are categorized as follows: - Origination fee is recognized at point of time when the loan contract is mutually originated between a customer and the Company. - Deposit account fees and other administrative fee are generally recognized upon completion of services (wire in/out processing, certain deposit condition met, etc.). Travel The Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). The Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. The Company controls the specified travel product before it is transferred to the customer and is therefore a principal, include but not limited to, the following - The Company is primarily responsible for fulling the promise to provide such travel product. - The Company has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to a customer. - The Company has discretion in establishing the price for the specified travel product Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). Cost of Revenue Cost revenue from digital media mainly consists of cost of employees - software developer, other sub-contractors and amortization. Cost of revenue from finance and technology mainly consists of interest expense, loan related commissions, amortization of core banking software and technology facilities and infrastructures. Cost of revenue from travel mainly consists of cost of the tours and activities, sales commissions paid to agents and employees who sell travel package, and merchant fees charged by credit card processors. Comparative figures The certain comparative figure has been reclassified to conform with the current year presentation. Selling and Promotions Expense Selling and promotion expenses consist primarily of promotional expenses, expenses related to our participation in industry conferences, and public relations expenses, and the expense is recognized when incurred. Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “ Accounting for Income Taxes , The difference between our effective income tax rate and the federal statutory rate is primarily a function of the mix of uncertain tax positions and permanent differences including non-deductible charges. Our provision for income taxes is subject to volatility and could be adversely impacted if earnings or tax rates differ from our expectations or if new tax laws are enacted. Significant judgment is required in evaluating any uncertain tax positions, including the timing and amount of deductions and allocations of income among various tax jurisdictions. We are required to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. We adjust these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. To the extent that the final outcome of a matter is different than the amount recorded, such differences will impact the provision for income taxes in the period in which the determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as any related net interest and penalties. We have adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 28, 2022, the Company’s income tax returns for tax years ending February 28, 2021 - 2015 remain potentially subject to audit by the taxing authorities. We follow the guidance of ASC 740, “ Income Taxes Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company recognizes compensation on a straight-line basis over the requisite service period for each award and recognizes forfeitures as when they occur. Warrants The Company accounts for the warrants pursuant to share exchange agreements in accordance with the guidance contained in ASC 815, under which the Warrants do not meet the criteria for equity classification |
Going Concern
Going Concern | 12 Months Ended |
Feb. 28, 2022 | |
Going Concern [Abstract] | |
Going Concern | Note 2 - Going Concern As of February 28, 2022, and 2021, the Company had an accumulated deficit of $39.2 million and $1.2 million, respectively. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. We have limited financial resources. As of February 28, 2022, we have working capital of $6.3 million. Our monthly cash requirement is approximately $1.5 million. We will need to raise additional capital or borrow loans to support the on-going operation, increase market penetration of our products, expand the marketing and development of our travel and technology driven products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating costs until our planned revenue streams from all businesses and products are fully implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, would negatively impact our business, financial condition, and liquidity. We currently have limited resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern. As indicated by the increase of the Company’s deferred revenue balance as of February 28, 2022, $2.1 million, we expect to see an increase in revenue in the next year. Management’s plans with regard to this going concern are as follows: (i) the Company plans to continue to raise funds with third parties by way of public or private offerings, (ii) the Company is working aggressively to increase the viewership of its Fintech and gaming products by promoting it across other mediums; (iii) the Company expects growth in revenue from interest and non-interest income through organic growth and new business initiatives in the finance and technology division; (iv) the Company plans to issue tokens under its Longroot entity during the year 2023, which is expected to result in generating revenues; (v) the Company is tightening its spending on expenses, which is expected to help in the cost reduction of the operations; and (vi) In March 2022, the Company created an at-the-market equity program under which the Company may, from time to time, offer and sell shares of its common stock in an aggregate gross offering price of up to $20 million to or through the Agent (the “ATM offering”). The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. |
Notable Financial Information
Notable Financial Information | 12 Months Ended |
Feb. 28, 2022 | |
Notable Financial Information [Abstract] | |
Notable Financial Information | Note 3 – Notable Financial Information Short term investment As of February 28, 2022 and 2021, NextBank had short-term deposits of $0.3 million with an original maturity in November 2022, interest rate at 0.05% per annum and $0, respectively. Accounts Receivable, Net As of February 28, 2022 and 2021, the Company had accounts receivable of $0.8 million and $0, respectively. As of February 28, 2022 and 2021, the allowance for expected credit loss was $0 and $0, respectively. Loans Receivable Loans receivable related to the provision of traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans and receivables financing, among other types of lending services of NextBank. As of February 28, 2022 and 2021, the Company had loans receivable of $17.4 million and $0, respectively, and the allowance for loan losses of $0.1 million and $0, respectively. The interest rate ranges from 5.5% to 17.9%. As of February 28, 2022, all loans were performing, and a general allowance was established at appropriate rate on the principal amount outstanding at year end. Due to limited outstanding loans, they are analyzed one by one to determine if the general reserve covers the related risk of such loans. As of February 28, 2022, the Company’s management deemed the reserve as sufficient when compared to the risk assessment. No loans were required to be charged off for the year ended February 28, 2022. As of February 28, 2022, there were loans placed on non-accrual loan of $0.04 million. Unbilled Receivables As of February 28, 2022 and 2021, the Company had unbilled receivables of $3.3 million and $0, respectively, relating to a software development project. As of February 28, 2022 and 2021, the allowance for expected credit loss was $0 and $0, respectively. Prepaid Expenses and Other Current Assets As of February 28, 2022 and 2021, the Company had prepaid expenses of $1.0 million and $0.01 million, respectively. As of February 28, 2022 and 2021, the Company had other current assets of $0.01 million and $0.2 million, respectively. Convertible Notes Receivable, Related Party As of February 28, 2022 and 2021, the Company had Convertible Notes Receivable, related party, net allowance for expected credit loss of $4.6 million and $3.0, respectively, relating to receivables from Axion. As of February 28, 2022 and 2021, the allowance for expected credit loss was $3.1 and $0, respectively. Goodwill As of February 28, 2022 and 2021, the Company had total goodwill of $38.9 million and $0, respectively. The year-over-year increase resulted from the following: (i) the reverse acquisition of HotPlay of $34.8 million; (ii) relating to the acquisition of Longroot of $3.0 million; (iii) the acquisition of NextBank of $7.9 million; (iv) the acquisition of Reinhart of $3.0 million and (v) the impairment of goodwill of $10.2 million. During the year ended February 28, 2022, the Company performed the impairment assessment and recognized the impairment loss on goodwill from NextMedia and NextTrip unit totaling to $10.2 million, as reflected in the Consolidated Statements of Operations and Comprehensive Loss as we assessed that the fair value from expected recoverable selling price was lower than its book value. Outstanding goodwill in each segment and impairment amount are as follows: (i) NextFintech of $23.7 million; (ii) NextMedia of $20.2 million with goodwill impairment of $5.0 million mainly due to a decrease in fair value as expected to recover from potential sale of certain businesses within the segment; and (iii) NextTrip of $5.2 million with goodwill impairment of $5.2 million mainly due to a decrease in fair value as expected to recover from potential sale of certain businesses within the segment. Computers, Furniture and Equipment As of February 28, 2022 and 2021, the Company had net computers, furniture and equipment of $0.6 million and $0.03 million, of which $0.2 million and $0.001 million included depreciation expense, respectively for the year end period ended February 28, 2022 and 2021. Operating Lease Right-to-Use asset and Operating Lease Liability The following schedule represents outstanding balance of operating lease Right-to-Use asset and operating lease liability of the Company as of February 28, 2022: Operating lease Right-to-Use asset Office Car Totals Right-to-Use asset, costs $ 3,771,702 $ 735,479 $ 4,507,181 Accumulated depreciation 352,590 191,994 544,584 Net Carrying Value $ 3,419,112 $ 543,484 $ 3,962,596 Operating lease liability Office Car Totals Current portion $ 460,815 $ 250,988 $ 711,803 Noncurrent portion 2,833,726 284,221 3,117,947 Totals $ 3,294,541 $ 535,209 $ 3,829,750 As of February 28, 2021, the Company had operating lease Right-to-Use asset and Operating lease liability $0 and $0, respectively. The incremental borrowing cost applied in the lease calculation is 10%. Accounts Payable and Accrued Expenses As of February 28, 2022 and 2021, the Company had accounts payable of $4.5 million and $0.08 million, respectively. As of February 28, 2022 and 2021, the Company had accrued expenses of $4.1 million and $0.3 million, respectively. Deferred Revenue As of February 28, 2022 and 2021, the Company had deferred revenue of $2.1 million and $0, respectively, relating to travel and digital media future sales. Other Liabilities – Customer Demand Deposits Payable As of February 28, 2022 and 2021, the Company had other current liabilities – customer demand deposits payable of $7.6 million and $0, respectively, relating to NextBank. As of February 28, 2022, the Company had interest and non-interest- bearing deposits received from customers with interest rates ranging from 0% to 4% payable per annum. Short Term Note Payable – Related Parties As of February 28, 2022 and 2021, the Company had a short term note payable – related party of $0.8 million and $1.1 million, respectively, relating to Tree Roots Entertainment and MQDC. The note payables are unsecured, carrying the interest at 9.00% - 9.75% per annum (2021: 9.00% -9.75% per annum) and are due at call. Long Term Note Payable – Related Parties As of February 28, 2022 and 2021, the Company had a long term note payable – related party of $1.0 million and $0, respectively, mainly related to note payable of preferred dividends in arrears. The note payable has interest rate of 12% per annum, compounded monthly at the end of calendar month, with such interest payable at maturity or upon conversion. Revenue Disaggregation of revenue information was as follows: Type of goods and services 2022 2021 NextMedia $ $ - Sales of third-party software 1,992,495 — - Initial activation of license 184,013 — - Activation of license 1,303,601 — Software maintenance services 982,942 — Product development revenue 2,003,447 — 6,466,498 — NextFintech Interest income 738,134 — Financial services 843,287 — 1,581,421 — NextTrip Travel services 155,407 — Total revenue 8,203,326 — |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Feb. 28, 2022 | |
Acquisitions and Dispositions [Abstract] | |
Acquisitions and Dispositions | Note 4 – Acquisitions and Dispositions Reinhart Interactive TV AG and Zappware N.V. Acquisition On January 15, 2021, we entered into a Founding Investment and Subscription Agreement (the “ Investment Agreement Founder The Investment Agreement contemplated the Company acquiring 51% of the ownership of Reinhart, in consideration for 10,000,000 Swiss Francs (approximately $10.7 million US). The closing of the transactions contemplated by the Investment Agreement was to take place on April 1, 2021, or earlier if the conditions to closing were earlier satisfied. Conditions to closing included the Company paying the required capital contribution, approval of the transaction by the board of directors of the Company and Reinhart, and certain requirements and confirmations required by Swiss law. The Investment Agreement included customary representations and warranties of the parties. We also agreed to reimburse the Founder’s legal fees of up to 30,000 Swiss Francs (approximately $33,670 US) in connection with the transaction. Additionally, in the event we failed to close the transactions contemplated by the Investment Agreement by April 1, 2021, we agreed to pay the Founder 500,000 Swiss Francs (approximately $560,000 US), as a break-up fee. We paid the founder $10.7 million in cash on March 31, 2021; however, the shares of Reinhart were not transferred to the Company until June 23, 2021. As of June 23, 2021, all the closing conditions had been satisfied and this transaction was completed. In accordance with ASC 805, as described in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, the Company has accounted for this business combination utilizing the following values in connection with the business acquisition of Reinhart as of June 23, 2021. The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the applicable guidance. Acquisition of Reinhart TV AG/Zappware Fair Value of assets acquired Cash $ 3,086,212 Current assets $ 8,083,041 Right-of-use assets $ 2,537,789 Non-current assets $ 6,681,714 Total assets acquired $ 20,388,756 Fair Value of liabilities assumed Current liabilities $ 9,931,882 Lease liabilities $ 2,537,789 Non-current liabilities $ 302,815 Total liabilities assumed $ 12,772,486 Net assets acquired $ 7,616,270 Purchase consideration Cash $ 10,707,760 Fair value of total consideration transferred $ 10,707,760 Purchase Price Allocation Fair value of net assets acquired as of 6/23/2021 $ 7,616,270 Fair value of total consideration transferred $ 10,707,760 Goodwill arisen from acquiring Reinhart TV AG/Zappware $ 3,091,490 The Company is in process of assessing the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, mainly in relation to its identification and valuation of intangible assets and certain tangible assets, therefore the assets acquired, and liabilities assumed were provisionally recorded. The assessment is to be completed within a period of one year from the acquisition date, pursuant to the measurement period allowed under ASC 805. During the measurement period, the Company is to retrospectively adjust the provisional amounts recognized at the acquisition date, and recognize additional assets or liabilities, if it obtains new information about facts and circumstances that existed as of the acquisition date. Reinhart is in the business of providing a software-based TV and video distribution platform to telecom companies and digital content owners, and providing services to telecom companies and digital content owners for user interaction design, as well as software development, deployment and support. In connection with our entry into the Investment Agreement, we entered into a Founding Shareholders’ Agreement with the Founder (the “ Shareholders’ Agreement The Shareholders’ Agreement also provides a right for the Founders to sell their shares to the Company, at which time the Company will be required to purchase such shares (the “ Founder’s Shares Date right is triggered Percent of Required Purchase Price January 1, 2024 33 % 15 times EBITDA based on audited 2023 Reinhart financials January 1, 2025 66 % 15 times EBITDA based on audited 2024 Reinhart financials December 20, 2025, if the board of directors of Reinhart, together with a majority of the directors appointed by the Company, agree to sell Reinhart to a third party, but the Company and the Founder cannot agree on such sale, by such date 100 % Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials January 1, 2026 100 % Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials The Shareholders’ Agreement also allows the parties to file for an initial public offering on any internationally recognized exchange. The Shareholders’ Agreement has a term of 10 years, extendable thereafter for successive five-year periods, unless terminated by either party with 12 months prior written notice (provided that any such termination shall only be applicable to the terminating shareholder), subject to earlier termination in connection with certain initial public offerings. NextBank International (formerly IFEB) Acquisition On April 1, 2021, we entered into a Bill of Sale for Common Stock, effective March 22, 2021 (the “ Bill of Sale IFEB Shares IFEB IFEB was incorporated in 2017 as a corporation under the laws of the Commonwealth of Puerto Rico and received its international financial entity license on June 18, 2017 from the Office of the Commissioner of Financial Institutions of Puerto Rico, in Spanish, “ Oficina del Comisionado de Instituciones Financieras OCIF On May 6, 2021, in anticipation of the acquisition of the IFEB Shares, and control of IFEB, the Company and IFEB entered into a Preferred Stock Exchange Agreement, which was amended by a First Amendment to Preferred Stock Exchange Agreement entered into May 10, 2021 and effective May 6, 2021 (as amended by the first amendment, the “ Original Preferred Exchange Agreement Notwithstanding the terms of the Bill of the Sale, and the payment by the Company of the aggregate purchase price pursuant thereto, the transfer of the Initial IFEB Shares to the Company and the Company’s acquisition of control of IFEB was subject to review of the Company’s financial viability, as well as other matters, by OCIF, which approval of OCIF was received in June 2021, but which acquisition did not close until July 21, 2021. Separately, on July 21, 2021, the Company entered into, and closed the transactions contemplated by, a Share Exchange Agreement with various other holders of shares of Class A Common Stock of IFEB (the “ Additional Sellers IFEB Exchange Agreement IFEB Common Shares As a result of the closing of both transactions, we acquired control of 100% of IFEB as of July 21, 2021. In accordance with ASC 805, as described in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, the Company has accounted for this business combination utilizing the following values in connection with the business acquisition of NextBank as of July 21, 2021. The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the guidance. Acquisition of NextBank International, Inc. (7/21/21) Fair Value of assets acquired Cash $ 7,039,001 Current assets $ 7,584,013 Non-current assets $ 148,842 Net assets acquired $ 14,771,856 Fair Value of liabilities assumed Current liabilities $ 11,474,443 Non-current liabilities $ — Net liabilities assumed $ 11,474,443 Net assets acquired $ 3,297,413 Purchase consideration Cash $ 6,400,000 (1) Common stock (1,925,581 shares $2.50 per share) $ 4,813,953 Fair value of total consideration transferred $ 11,213,953 Purchase Price Allocation Fair value of net assets acquired as of 7/21/2021 $ 3,297,413 Fair value of total consideration transferred $ 11,213,953 Goodwill $ 7,916,540 (1) The $6.4 million of cash was paid by NextPlay prior to the closing of the Reverse Acquisition and is not presented on the Company’s consolidated statement of cash flows. The Company is in process of assessing the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, therefore the assets acquired, and liabilities assumed were provisionally recorded. The assessment is to be completed within a period of one year from the acquisition date, pursuant to the measurement period allowed under ASC 805. During the measurement period, the Company is to retrospectively adjust the provisional amounts recognized at the acquisition date, and recognize additional assets or liabilities, if it obtains new information about facts and circumstances that existed as of the acquisition date. The IFEB Exchange Agreement required that: (a) three legacy board members of IFEB remain on the Board of Directors of IFEB for a period of one year after the closing date of the IFEB Exchange Agreement, subject to rights of removal if such continued appointment/service as board members would violate the fiduciary duties of any other board members; (b) certain outstanding loans held by one of the legacy board members be extended, and be subject to a further extension; (c) that Ms. Nithinan Boonyawattanapisut, Mr. J. Todd Bonner, Mr. Donald P. Monaco and Mr. William Kerby (each a member of the Board of Directors of the Company) and Mr. Jan Reinhart, the founder of Reinhart, be appointed as members of the Board of Directors of IFEB; (d) that Mr. Ronald Poe will be appointed as Vice President of Next Fintech Holdings Inc. (formerly Longroot, Inc.), the Company’s wholly-owned subsidiary, and be provided a salary of $120,000 per year, pursuant to an employment agreement; and (e) that Mr. Robert Fiallo, will be hired by an affiliate of the Company pursuant to an employment agreement, and be paid a base salary of $300,000 per year, plus a bonus of 3% of the profits from projects he works with or assists in developing. On September 28, 2021, the Company entered into a Preferred Stock Exchange Agreement (the “ Preferred Exchange Agreement Exchanged Common Shares NextBank Preferred Shares The Preferred Exchange Agreement included customary representations, covenants and warranties of the parties, and closing conditions which would be customary for a transaction of this type. The transactions contemplated by the Preferred Exchange Agreement closed on October 1, 2021. Longroot Purchase Price Allocation completion The Company acquired Longroot on November 16, 2020 and provisionally recognized the fair value of the assets acquired and the liabilities assumed at the time of acquisition. During the year ended February 28, 2022 the Company finalized the Purchase Price Allocation (PPA) that was completed by an independent appraiser and the Company recorded the fair value of assets and liabilities as of February 28, 2022, as a result, goodwill increased in amount $3,437,521 Summary of changes in fair value allocation resulted below: Amount Goodwill increased $ 3,437,521 Net other assets decreased (188,479 ) Intangible assets decreased (1,748,702 ) Non-controlling interest increased $ (1,500,340 ) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 28, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control or joint control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa. Name of related parties Relationship with the Company Red Anchor Trading Corporation (“RATC”) A shareholder of the Company and controlled by a Co-CEO of the Company and a director of the Company Tree Roots Entertainment Group Company Limited (“TREG”) A significant shareholder of the Company Axion Ventures Inc. (“Axion”) An entity shareholding by a Co-CEO of the Company Axion Interactive Inc. (“AI”) A subsidiary of Axion HotNow (Thailand) Company Limited (“HotNow”) An entity controlled by a Co-CEO of the Company True Axion Interactive Company Limited (“TAI”) An entity shareholding by a Co-CEO of the Company Magnolia Quality Development Corporation Limited (“MQDC”) A significant shareholder of TREG, which is a significant shareholder of the Company Nithinan Boonyawattanapisut Co-CEO of the Company, and a shareholder of the Company, RATC, HotNow, Axion and TAI Immediate Family Member Immediate family member with executive officer of the Company Other than disclosed elsewhere, the Company had the following significant related party transactions for the year ended February 28, 2022. Payment of marketing expense: Immediate Family Member $ 234,200 Payment of consulting expense: Immediate Family Member $ 110,000 Payment of salary expense: Immediate Family Member $ 105,217 Purchase of intangible asset: HotNow (Thailand) Company Limited $ 955,934 Purchase of equipment: HotNow (Thailand) Company Limited $ 123,577 True Axion Interactive Company Limited $ 14,714 General and admin expense: HotNow (Thailand) Company Limited $ 23,540 Operating expense: HotNow (Thailand) Company Limited $ 212,085 Interest expense of loan from: Magnolia Quality Development Corporation Limited $ 41,622 Tree Roots Entertainment Group Company Limited $ 65,717 HotNow (Thailand) Company Limited 6,510 Rental expense: Tree Roots Entertainment Group Company Limited $ 61,724 HotNow (Thailand) Company Limited $ 12,625 Payment of contract cost: HotNow (Thailand) Company Limited $ 743,889 The Company had the following related party balances as of February 28, 2022 as follows: Nature February 28, 2022 Amounts due from related parties: Hotnow (Thailand) Company Limited Other receivable $ 155,425 Total $ 155,425 Amounts due to related parties: Magnolia Quality Development Corporation Limited Accrued interest expense $ 3,169 Tree Roots Entertainment Group Accrued interest expense 32,700 HotNow (Thailand) Company Limited Other liability 393 Red Anchor Trading Corporation Account payable 395,782 Total $ 432,044 Notes payable: Magnolia Quality Development Corporation Limited $ 459,024 Tree Roots Entertainment Group 306,016 Immediate Family Member 966,314 Total $ 1,731,354 The comparative figure for the year ended February 28, 2021 represents significant related party transactions of Hotplay Enterprise Ltd. as follow: Short-term Loan from: Magnolia Quality Development Corporation Limited $ 493,633 Tree Roots Entertainment Group Co., Ltd $ 1,678,349 Repayment of Short-term Loan: Tree Roots Entertainment Group Co., Ltd $ 1,118,900 Interest expense of loan from: Magnolia Quality Development Corporation Limited $ 40,612 Tree Roots Entertainment Group Company Limited $ 22,706 Initial intangible assets for stock issuance: Red Anchor Trading Corporation $ 2,582,064 T&B Media Global (Thailand) Company Limited $ 618,009 Tree Roots Entertainment Group Co., Ltd $ 2,399,908 Cash receipt from issuance of ordinary shares: Red Anchor Trading Corporation $ 3,000,000 T&B Media Global (Thailand) Company Limited $ 500,000 Tree Roots Entertainment Group Co., Ltd $ 1,900,000 Dees Supreme Company Limited 600,000 Cash receipt from issuance of ordinary shares – non controlling interest: T&B Media Global (Thailand) Company Limited $ 6,311 Tree Roots Entertainment Group Co., Ltd $ 22,087 Dees Supreme Company Limited 3,155 Nithinan Boonyawattanapisut $ 631 Rental expense: Tree Roots Entertainment Group Co., Ltd $ 18,365 Payment of loan interest: Magnolia Quality Development Corporation Limited $ 37,287 Tree Roots Entertainment Group Co., Ltd $ 14,888 Payment of contract cost – Related party: Hotnow (Thailand) Company Limited $ 2,114,909 True Axion Interactive Company Limited $ 535,920 Payment of utilities expense: Hotnow (Thailand) Company Limited $ 6,342 The Company had the following related party balances as of February 28, 2021 as follows: Nature February 28, 2021 Amounts due to related parties: Magnolia Quality Development Corporation Limited Accrued interest expense $ 3,408 Tree Roots Entertainment Group Company Limited Other payable 4,523 Accrued interest expense 4,005 Accrued expense 18,824 Monaker (prior to merging) Advance 7,500 Total $ 38,260 Notes payable: Magnolia Quality Development Corporation Limited $ 493,632 Tree Roots Entertainment Group Company Limited 559,450 Total $ 1,053,082 Significant agreements with related parties On March 31, 2021, HotPlay Thailand entered into an asset purchase agreement with HotNow, a related party, which is also under the same common control of HotPlay Thailand, to purchase certain of the assets of HotNow, including all software used in the business and including all rights under licenses and other agreements and employees, for the aggregate price of 19.5 million Thai Baht (inclusive of 7% value added tax (VAT)) (approximately $624,000 US). On April 30, 2021, HotPlay Thailand made an advanced payment to HotNow in the amount of 5.0 million Thai Baht (approximately $149,533 US). On June 7, 2021, HotPlay Thailand paid the remaining cost of the asset purchase to HotNow in the amount of 14.5 million Thai Baht (approximately $474,467 US) pursuant to the terms of the asset purchase agreement. On March 24, 2021, HotPlay Thailand entered into a short-term loan with MQDC for $480,000 (15.0 million Thai Baht) with an interest rate of 9% per annum, which is payable on demand and unsecured. Accrued interest on this loan was $6,338 as of February 28, 2022. During June and July 2020, HotPlay Thailand entered into a short-term loan with TREG for the aggregate principal amount of $543,000 (17.0 million Thai Baht) with an interest rate of 9.75% per annum, which is payable on demand and unsecured. Accrued interest on this loan was $4,578 as of February 28, 2022. On May 31, 2021, HotPlay Thailand repaid 7.0 million Thai Baht (approximately $223,000 US) in connection with the short-term loan from TREG. Next Bank International currently holds a $705,000 loan that was purchased in 2020 at a discounted purchase price of $647,776, when the Bank was not partially or wholly owned by NextPlay Technologies, Inc. The borrower is an entity affiliated with a current member of the Bank’s Board of Directors. The Loan bears interest at an annual rate of 10%. As of February 28, 2022, the outstanding balance was $725,000. Management compensation On April 7, 2021, the board of directors of the Company ratified the current compensation payable to members of the board of directors, which provides that each non-executive member of the Board be paid the following: (a) compensation of 20,000 shares of Company common stock per year; (b) compensation of 5,000 shares of Company common stock per year, if they are the chairperson of any committee of the board of directors; and (c) compensation of 10,000 shares of Company common stock per year, to the Chairman of the Board (collectively, the “ Board Compensation Terms In total, an aggregate of 165,000 shares of common stock were issued to the non-executive directors on April 8, 2021, for fiscal 2022 compensation (such shares, the “ Fiscal 2022 Board Compensation Shares Plan On April 7, 2021, the Company entered into a Lock-Up Agreement with each of the non-executive members of the board of directors. Pursuant to the Lock-Up Agreements, each non-executive director agreed not to transfer, sell, pledge, or assign any of their applicable Fiscal 2022 Board Compensation Shares until March 1, 2022. On April 7, 2021, the board of directors of the Company, consistent with the employment agreement of Mr. William Kerby, the Co-Chief Executive Officer of the Company, which provides for Mr. Kerby to receive a base salary of $400,000 per year, and an annual bonus, payable at the discretion of the board of directors, of up to 100% of his base salary (50% based on meeting short term goals and 50% based on meeting long-term goals), and other bonuses which may be granted from time to time in the discretion of the board of directors, agreed to award Mr. Kerby a discretionary bonus for fiscal 2021 of $400,000, which was payable in cash or shares of common stock, at Mr. Kerby’s option, under the Plan, with a price of $3.02 per share, the closing sales price of the Company’s common stock on the date the board of directors approved such bonus. On April 7, 2021, April 28, 2021, and May 16, 2021, Mr. Kerby elected to receive cash in connection with the bonus of $100,000, $150,000, and $150,000, respectively. On April 7, 2021, the Company declared dividends in arrears of $1,102,068 on previously outstanding Series A Preferred Stock, that were converted into common stock with the Series A Preferred Stock being redeemed. These dividends were payable when and if declared by the board of directors. The dividends were owed to an entity controlled by Donald P. Monaco, our Co-Chairman at that time, William Kerby, our Co- Chief Executive Officer and a director, and Warren Kettlewell, a former board member. On April 8, 2021, the Company entered into an Exchange Agreement with William Kerby, its Co-Chief Executive Officer and director, and Monaco Investment Partners II, LP (“ MI Partners Exchange Agreement Accrued Dividends Convertible Promissory Notes The Convertible Promissory Notes accrue interest at the rate of 12% per annum, compounded monthly at the end of each calendar month, with such interest payable at maturity or upon conversion. The principal and accrued interest owed under the Convertible Promissory Notes is convertible, at the option of the holders thereof, into shares of the Company’s common stock, at any time beginning seven days after the closing date of the HotPlay Exchange Agreement (which closed on June 30, 2021) and prior to the payment in full of such Convertible Promissory Notes by the Company, at a conversion price equal to the greater of (i) the closing consolidated bid price of the Company’s common stock on April 8, 2021 (which was $3.02); and (ii) the five-day volume weighted average price of the Company’s common stock for the five trading days following the date that the HotPlay Exchange Agreement closes (which was below the $3.02 per share minimum conversion price). The Convertible Promissory Notes are unsecured, have a maturity date of April 7, 2022, and include standard and customary events of default. On August 27, 2021, $50,000 cash was drawn by Mr. Kerby against his Convertible Promissory Note. As of February 28, 2022 the outstanding balance of the convertible promissory notes were in amount of $966,314 which was subsequently paid in March 2022. On September 16, 2021, the Company’s board of directors approved an updated compensation plan setting forth compensation payable to the non-executive members of the board of directors. Pursuant to the updated compensation plan, each non-executive member of the board of directors will receive: (a) compensation of $60,000 per year; (b) additional compensation of $15,000 per year for chairpersons of each committee of the board of directors; and (c) additional consideration of $30,000 per year to each co-chairman of the board of directors. The compensation is earned and payable on a pro-rata, quarterly basis, with a total of 70% of the compensation payable in shares of Company common stock, based on the closing price of the Company’s common stock on the last day of each fiscal quarter during which consideration is earned, and 30% accrued and paid in cash at such time as the Company has had at least two consecutive profitable quarters. The compensation is payable retroactive to July 1, 2020. Notwithstanding the above, the compensation payable to Mr. Donald P. Monaco, our previous Co-Chairman of the board of directors, is to be reduced by the amount he has already been paid in fiscal 2022. Finally, in addition to the above, non-executive members of the board are eligible for yearly bonuses as approved by the board of directors. All shares issued pursuant to the above will be issued under the Plan and subject thereto. Significant agreements with managements of the Company a) On June 9, 2021, GLM Consulting Ltd (the “ Consultant b) On July 15, 2021, the Company entered into an Employment Agreement with Mark Vange, its Chief Technology Officer, which agreement has an effective date of July 15, 2021. The Company agreed to pay Mark Vange an annual salary of $300,000 payable on a bi-weekly basis. The agreement remains in effect (renewing automatically on a month-to-month basis), until either party provides the other at least 30 days prior written notice of its intent to terminate the agreement, or until terminated as defined in the Events of Termination in the Agreement. c) On September 16, 2021, the Company entered into an Employment Agreement with Nithinan “Jess” Boonyawattanapisut, its Co-Chief Executive Officer and member of its board of directors, which agreement has an effective date of October 1, 2021. The agreement remains in effect (renewing automatically on a month-to-month basis), until either party provides the other at least 30 days prior written notice of its intent to terminate the agreement, or until terminated as discussed below. The agreement includes a non-compete provision, prohibiting Ms. Boonyawattanapisut from competing against the Company during the term of the agreement and for a period of 12 months after termination thereof (subject to certain exceptions described below), in any state or country in connection with (i) the commercial sale of products sold by the Company during the six (6) months preceding the termination date; and (ii) any services the Company commercially offered during the six (6) months prior to the termination date (collectively, the “ Non-Compete During the term of the agreement, Ms. Boonyawattanapisut is to receive (i) a base salary of $400,000 per year, which may be increased at any time at the discretion of the Compensation Committee of the board of directors of the Company without the need to amend the agreement; (ii) an annual bonus payable at the discretion of the Compensation Committee; (iii) other bonuses which may be granted/approved from time to time in the discretion of the Compensation Committee; (iv) $200,000 in cash and 25,000 shares of common stock issued as a sign-on bonus under the terms of the Plan; (v) up to four weeks of annual paid time off, which can be rolled-over year to year, or which in the discretion of Ms. Boonyawattanapisut, can be required to be paid in cash at the end of any year or the termination of the agreement; and (vi) a car allowance equal to an equivalent of $1,500 per month, during the term of the agreement. The agreement provides Ms. Boonyawattanapisut with the option of receiving some or all of the base salary and/or any bonus in shares of the Company’s common stock, with the value of such shares being based on the higher of (i) the closing sales price per share on the trading day immediately preceding the determination by Ms. Boonyawattanapisut to accept shares in lieu of cash; and (ii) the lowest price at which such issuance will not require stockholder approval under the rules of the stock exchange where the Company’s common stock is then listed or Nasdaq ((i) or (ii) as applicable, the “ Share Price Stock Option The issuance of the shares described above is subject to the approval of the stock exchange where the Company’s common stock is then listed or Nasdaq, and where applicable, stockholder approval, and in the sole discretion of the board of directors, may be issued under, or outside of, a stockholder approved stock plan. The agreement includes standard provisions relating to the reimbursement of business expenses, indemnification rights, rights to Company property and inventions (which are owned by the Company), dispute resolutions, tax savings, clawback rights and provisions entitling Ms. Boonyawattanapisut to receive any fringe benefits offered by the Company to other executives (subsidized in full by the Company) including, but not limited to, family coverage for health/medical/dental/vision, life and disability insurance. The agreement terminates upon Ms. Boonyawattanapisut’s death and can be terminated by the Company upon her disability (as described in the agreement), by the Company for Cause (defined below) or by Ms. Boonyawattanapisut for Good Reason (defined below). For the purposes of the agreement, (i) “Cause” means (A) Ms. Boonyawattanapisut’s gross and willful misappropriation or theft of the Company’s or any of its subsidiary’s funds or property, or (B) Ms. Boonyawattanapisut’s conviction of, or plea of guilty or nolo contendere to, any felony or crime involving dishonesty or moral turpitude, or (C) Ms. Boonyawattanapisut materially breaches any obligation, duty, covenant or agreement under the agreement, which breach is not cured or corrected within thirty (30) days of written notice thereof from the Company (except for certain breaches which cannot be cured), or (D) Ms. Boonyawattanapisut commits any act of fraud; and (ii) “Good Reason” means (A) without the consent of Ms. Boonyawattanapisut, the Company materially reduces Ms. Boonyawattanapisut’s title, duties or responsibilities, without the same being corrected within ten (10) days after being given written notice thereof; (B) the Company fails to pay any regular installment of base salary to Ms. Boonyawattanapisut and such failure to pay continues for a period of more than thirty (30) days; or (C) a successor to the Company fails to assume the Company’s obligations under the agreement, without the same being corrected within thirty (30) days after being given written notice thereof. In the event of termination of the agreement for death or disability by Ms. Boonyawattanapisut without Good Reason, or for Cause by the Company, Ms. Boonyawattanapisut is due all consideration due and payable to her through the date of termination. In the event of termination of the agreement by Ms. Boonyawattanapisut for Good Reason or the Company for any reason other than Cause (or if Ms. Boonyawattanapisut’s employment is terminated other than for Cause within 6 months before or 24 months following the occurrence of a Change of Control (defined in the agreement) of the Company), Ms. Boonyawattanapisut is due (i) all consideration due and payable through the date of termination; (ii) a lump sum payment equal to 12 months of base salary; (iii) continued participation in all benefit plans and programs of the Company for 12 months after termination (or at the option of the Company, reimbursement of COBRA insurance premiums for substantially similar coverage as the Company’s plans); and (iv) the Non-Compete will not apply to Ms. Boonyawattanapisut. The terms of the agreement were approved by the Company’s Compensation Committee and Audit Committee, each consisting solely of ‘independent’ members of the Company’s board of directors. c) On August 19, 2021, the Company entered into an Intellectual Property Purchase Agreements with Fighter Base Publishing Inc. (“ Fighter Base Token IQ IP Sellers IPP Agreement IPP Agreements Pursuant to the Fighter Base IPP Agreement, the intellectual property to be acquired thereunder has a mutually agreed upon value of $5 million, which will be paid by the Company by way of the issuance to Fighter Base of 1,666,667 restricted shares of Company common stock (valued at $3 per share of common stock). Pursuant to the Token IQ IPP Agreement, the intellectual property to be acquired thereunder has a mutually agreed upon value of $5 million, which will be paid by the Company by way of the issuance to Fighter Base of 1,250,000 restricted shares of Company common stock (valued at $4 per share of common stock). Pursuant to the IPP Agreements, in the event that the shares of Company common stock issued in connection with the foregoing transactions are still restricted after closing of such transactions, the Company shall file a registration statement with the SEC to register such shares for resale by their respective owners (Token IQ and Fighter Base, as applicable). The Token IQ IPP Agreement includes the right for Token IQ to license the intellectual property purchased thereunder to third parties, with the approval of the Company, which shall not be unreasonable withheld, provided that any licenses are non-transferable, non-sublicensable and non-exclusive, and that the licenses will not compete with the Company. Any consideration received by Token IQ from such licenses will be split 50/50 between the Company and Token IQ. The shareholders’ meeting approved these IPP Agreements on January 28, 2022, and the acquisitions both closed on May 2, 2022, and pursuant to the terms of the respective Intellectual Property Purchase Agreements with FBP and TIQ, the Company issued FBP and TIQ 1,666,667 and 1,250,000 shares of Company common stock, respectively. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 12 Months Ended |
Feb. 28, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliates | Note 6 – Investments in Unconsolidated Affiliates We assess the potential impairment of our equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. Note 6.1 – Advances for investments Letter of Intent to Acquire Axion Shares On October 28, 2020, the Company entered into a non-binding Letter of Intent (as amended by the first amendment thereto dated March 10, 2021, the “ Letter of Intent Axion Pursuant to the Letter of Intent, the Company agreed, subject to certain condition precedents, including regulatory approvals and the entry into material agreements with the sellers, to acquire approximately 12,000,000 shares of Axion, equal to 5.7% of Axion’s outstanding shares, from certain of its stockholders for approximately $2,000,000, payable in a combination of stock and cash. In connection with our entry into the Letter of Intent, we paid the sellers a $500,000 non-refundable deposit towards the cash purchase price of the shares in or around October 2020 (representing 25% of such purchase price). We also issued the sellers 235,000 shares of Company common stock in March 2021, representing an additional 25% of the purchase price. Both payments are non-refundable. A final payment of 50% of the purchase price is due 10 days after the British Columbia Securities Commission (“ BCSC As of February 28, 2022, total payment of cash and shares already paid by the Company to the sellers was $937,117. The Company plans to make the final payment of 50% of the purchase price after the BCSC lifts a cease trade order on Axion’s shares, provided that the Company cannot estimate when, or if, such cease trade order will be lifted. There is no further update as of February 28, 2022 and the recoverable amount was $937,117. Go Game Asset Purchase Agreement On June 30, 2021, the Company entered into a Securities Purchase Agreement (the “ Go Game SPA Seller Go Game Initial Go Game Shares Pursuant to the Go Game SPA, the Company was also granted an option (the “Go Game Option”), to purchase up to an additional 259,895 shares of Go Game’s Class B Preferred shares from the Seller (the “Option Shares”) (representing 14% of Go Game’s outstanding Class B Preferred shares, or 51% with the Initial Go Game Shares). The Go Game Option is subject to the Seller’s acquisition of the Option Shares subsequent to the date of the Go Game SPA. The Go Game Option is exercisable from time to time after the date that the shareholders of the Company have approved the issuance of shares of common stock upon conversion of the Series D Preferred Stock and in connection with the Go Game Option (the “Approval Date”), and prior to January 1, 2022. The per share consideration due in connection with an exercise of the Go Game Option is equal to $70 million, divided by the then number of outstanding shares of Go Game ($37.71 per share at the time the agreement was entered into) (the “Call Option Price”). The Call Option Price is to be satisfied by the issuance of shares of Company common stock valued based on the greater of (a) $2.35 per share and (b) 85% of the average of the closing prices of the Company’s common stock for the prior thirty days (the “30-Day Average”). The Seller agreed not to transfer the Option Shares from the date acquired through the exercise or expiration of the Go Game Option. Upon issuance of any shares of common stock upon exercise of the Go Game Option, the Seller agreed to enter into a lock-up agreement restricting any sales or transfers of any shares of common stock of the Company for a period of 18 months following the issuance date. We agreed pursuant to the Go Game SPA, that upon our purchase of the Initial Go Game Shares, that we would appoint the Seller to the board of directors of the Company, and that we would continue to nominate the Seller as a board nominee for appointment on the board of directors at each subsequent shareholder meeting of the Company, subject to certain exceptions, until the earlier of (i) Seller’s death; (ii) Seller’s resignation from the board of directors; (iii) the date that Seller is no longer qualified to serve as a member of the board of directors; (iv) the date the board of directors, acting in good faith, determines that the continued appointment of Seller to the board of directors would violate the fiduciary duties of such members of the board of directors; (v) the third anniversary of the acquisition of the Initial Go Game Shares; and (vi) the date that the Seller holds less than 2 million shares of Company common stock (including shares of common stock issuable upon conversion shares of Series D Preferred Stock held by Seller). The consideration paid as of February 28, 2022 was in amount $1,250,000. On March 30, 2022, the Company, Go Game and the Seller entered into an asset purchase agreement (the “Asset Purchase Agreement”) which amends and restates in its entirety the Go Game SPA disclosed previously whereby Go Game agreed to sell and assign to the Company, and the Company agreed to purchase and assume from Go Game substantially all the assets and certain liabilities related to the goPlay platform (the “Go Game Assets”), together with a perpetual license to the goPay payment gateway (the “goPay License”). The consummation of the transactions contemplated by the Asset Purchase Agreement (the “Closing”) occurred on April 4, 2022, following the execution of the Asset Purchase Agreement on March 30, 2022. As consideration for the Go Game Assets and the receipt of the goPay License, the Company agreed to pay $5,000,000 (the “Purchase Price”) as follows: (i) A cash payment of $1,250,000 which was paid previously by the Company to Go Game/Seller following the execution of the Go Game SPA; (ii) A cash payment of $1,500,000 at closing by wire transfer of immediately available funds; and (iii) A cash payment of $2,250,000 which shall be payable monthly by the Company to Go Game with simple interest thereon at the rate of 12.0% per annum until March 31, 2023. No stock consideration of Go Game or the Company is being exchanged as was previously contemplated under the Go Game SPA. In the event the Company defaults on its monthly cash payment obligations under (iii) above, the Company agrees that the Seller shall be given the absolute right to demand for the return by way of assigning, transferring, and delivering to Seller all of Purchaser’s right, title, ownership and interest in certain games and source code for goPay (without taking away the perpetual licensing right). For a period of six months following the closing, Go Game will provide transitional assistance to the Company to integrate the goPlay platform and associated game titles, together with the goPay payment gateway, at no additional charge. The goPay License allows the Company to exploit the goPay payment gateway to enhance the products and service offerings of the Company. The goPay License does not allow the Company to exploit and sublicense the goPay technology as a stand-alone product. Prior to the Closing, Go Game was engaged in discussions with potential customers of the goPlay platform. At the Closing, the Company and Go Game entered into a revenue share agreement (the “Revenue Share Agreement”) pursuant to which Go Game shall refer such potential customers and any other potential customers to the Company, in exchange for a right to receive fifty percent (50%) of net revenues attributable to such sales. In addition, the Company and the Seller entered into a restrictive covenant agreement (the “Restrictive Covenant Agreement”) whereby Seller will agree to refrain from competing with the Company and soliciting the Company’s employees at the time of the closing and for a period of time thereafter in order to protect the Company’s legitimate business interests and goodwill in connection with the Asset Purchase Agreement. Letter of Intent of Potential acquisition of 100% of a Bank Holding Company On November 1, 2021, the Company signed a non-binding Letter of Intent to acquire 100% of the capital stock of a bank holding company which is the 100% owner of a community bank. In connection with the execution of the non-binding Letter of Intent, on November 10, 2021, the Company made a non-refundable deposit of $1,000,000 on behalf of itself and other parties to the acquisition (as discussed below), which shall be credited against the purchase price at closing, if completed. The acquisition, if completed, will be made with other parties, to be named subsequently, and it is expected that no individual party will acquire more than 24.9% of said bank holding company. There is no legal obligation between the parties with respect to the acquisition unless and until the parties enter into a definitive agreement with respect thereto. Closing of the transaction will be subject to regulatory approvals, amongst other things. The balance as of February 28, 2022 was in amount $1,000,000. Note 6.2 – Investment in Unconsolidated Affiliates Soma Innovation Lab Joint Venture On March 8, 2021, the Company entered into a Joint Venture Agreement with Soma Innovation Lab (“Soma”). Pursuant to the agreement, the parties agreed to form a joint venture for designing hyper-personalized experiences for targeted gamers. The agreement requires the Company to provide Soma the use of the HotPlay technology, assuming the Company acquire ownership of such technology as a result of the closing of the Company’s pending Share Exchange (as defined below), with HotPlay (as defined below), which technology is owned by HotPlay, and that the Company would issue the principals of Soma 72,000 shares of restricted common stock (valued at $180,000), of which $45,000 was earned immediately and the remaining shares will be earned at the rate of 6,000 per month. Pursuant to the agreement, Soma agreed to provide the Company use of an email client list and other services. The joint venture is owned 50/50 between us and Soma, with net profits/revenues paid pursuant to the same 50/50 split. In the event the joint venture achieves revenue in excess of expenses and the Company recovers the $180,000 value of the shares, then the Company agreed to issue Soma a bonus of 50,000 shares of restricted common stock. The joint venture (and agreement) each have a term of two years. The Company also agreed to use Soma for certain work to be performed on its websites and travel magazine, and agreed to pay Soma $75,000 per month ($225,000 in aggregate) for such work, payable by way of the issuance of 90,000 shares of restricted common stock. As of February 28, 2022, no development and activity has been started. 6,142,856 shares of Bettwork Industries Inc. Common Stock (OTC Pink: BETW) On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000, evidencing amounts we were owed by Bettwork Industries Inc. (“ Bettwork BETW On February 28, 2022, the 6,142,856 shares of Bettwork’s common stock held by the Company were trading at $0.0003 per share, valued at an aggregate of $1,843. Any change in fair value is recognized in net loss as other income, valuation loss, net for the year ended February 28, 2022. Recruiter.com Group, Inc. formerly Truli Technologies Inc (OTCQB: RCRT) On August 31, 2016, the Company entered into a Marketing and Stock Exchange Agreement with Recruiter.com (“ Recruiter On January 15, 2019, pursuant to an Agreement and Plan of Merger / Merger Consideration, Truli Technologies Inc., which subsequently changed its name to Recruiter.com Group, Inc. (OTCQB: RCRT) (“Recruiter.com”), acquired Recruiter and Monaker exchanged its 2,200 shares in Recruiter for 139,273 shares of Recruiter.com common stock. During the year ended February 28, 2022, the Company sold in open market transactions 68,083 shares of Recruiter.com common stock. The sale of these shares resulted in a realized gain of $28,028 for the year ended February 28, 2022. The Company owned 3,461 shares of Recruiter’s common stock as of February 28, 2022. As of February 28, 2022, each share of Recruiter’s common stock was valued at $2.52 per share, which changed the fair value of the 3,461 shares of Recruiter common stock to $8,722. The net change in the fair value is recognized in net income as other income as of February 28, 2022. The Company owned 3,461 shares of Recruiter’s common stock as of February 28, 2022. As of February 28, 2022, each share of Recruiter’s common stock was valued at $2.52 per share, which changed the fair value of the 3,461 shares of Recruiter common stock to $8,722. The net change in the fair value is recognized in net income as other income as of February 28, 2022. Acquisition of Axion Shares The investment in affiliate of $4,856,825 as of February 28, 2021., represents the Company’s acquisition of approximately 33.85% of Axion on November 16, 2020. Pursuant to the Axion Exchange Agreement (as defined in Note 7, below), which closed on November 16, 2020, the Axion Stockholders, exchanged ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Convertible Preferred Stock of the Company, which automatically converted into 7,417,700 common shares of the Company on June 30, 2021. During the year ended February 28, 2022, the Company recognized the loss on valuation of $2.4 million to Consolidated Statements of Operations and Comprehensive Loss due to the change in the market price of Axion shares, the outstanding amount of this investment as of February 28, 2022 was $4,415. Also pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, the Company granted a warrant to Cern One Limited (one of the Axion Stockholders), to purchase 1,914,250 shares of the Company’s common stock, with an exercise price of $2.00 per share. The warrants vest on the earlier of (i) the date the Axion debt is fully repaid by Axion or (ii) the date that the Company obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021 or the warrants will terminate. Because the vesting conditions had not been satisfied as of November 16, 2021, the warrants terminated automatically on such date pursuant to their terms. Accordingly, as of February 28, 2022, these warrants are no longer outstanding. See Note 7, below, for additional information regarding this transaction. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Feb. 28, 2022 | |
Receivables [Abstract] | |
Notes Receivable | Note 7 – Notes Receivable Non-Current $7.7 million Convertible Notes - Axion Debt Share Exchanges On July 23, 2020, the Company entered into a Share Exchange Agreement (as amended from time to time, the “ HotPlay Exchange Agreement HotPlay Share Exchange HotPlay Stockholders On November 12, 2020, the Company entered into an Amended and Restated Share Exchange Agreement (as amended by the first amendment thereto dated January 6, 2021, the “ Axion Exchange Agreement Axion Axion Stockholders Axion Creditors Axion Share Exchange Exchange Agreements Share Exchanges Pursuant to the Axion Exchange Agreement, (a) the Axion Stockholders (including Cern One Limited (“ Cern One Series B Preferred Stock Axion Debt Series C Preferred Stock Creditor Warrants The closing of the HotPlay Exchange Agreement on June 30, 2021 triggered the automatic conversion of the Company’s outstanding Series B Convertible Preferred Stock and Series C Convertible Preferred Stock into common stock of the Company. Specifically, effective June 30, 2021, the 10,000,000 shares of outstanding Series B Convertible Preferred Stock and 3,828,500 shares of outstanding Series C Convertible Preferred Stock automatically converted into 7,417,700 and 3,828,500 shares of common stock of the Company, respectively, in accordance with the terms of such preferred stock (the “ Preferred Conversion The Creditor Warrants had cashless exercise rights, an exercise price of $2.00 per share and, a term of two years, beginning on the Vesting Date (defined below). The Creditor Warrants were scheduled to vest on the earlier of: (i) The date the Axion Debt is fully repaid by Axion, and (ii) the date that the Company obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021, or the Creditor Warrants will terminate (as applicable, the “ Vesting Date Because the vesting conditions had not been satisfied as of November 16, 2021, the warrants terminated automatically on such date pursuant to their terms. Accordingly, as of February 28, 2022, these warrants are no longer outstanding. On August 20, 2021, our counsel sent a demand letter for payment to Axion Ventures Inc. As of November 30, 2021, there has been no response in related to the demand letter. On September 1, 2021, the Company filed a claim in the Supreme Court of British Columbia demanding payment of $7.7 million. In November 2021, the Company commenced a new claim for the debt claimed to reflect the difference between what was owed and what the Company is claiming to avoid double-claiming. In February 2022, the court was receptive to loans related evidence (e.g. loan agreements, bank statements, board resolutions, etc.), and determined that it will be further resolved together with other Axion issues in the next trial. The summary trial judge has advised that he wishes to take case management over this and several related proceedings, he advised further that the initial four weeks of trial planned for June 2022 might be insufficient. While the June trial dates have not yet officially been adjourned, it anticipated that the trial of this action would be reset for 12 weeks sometime in 2023 or early 2024. Document and oral discovery are ongoing, which will be necessary for the parties to make full disclosure on all issues. During fiscal year 2022, the Company recorded an allowance for credit losses for the principal amounted to $3.1 million and for the accrued interest receivable amounted to $0.2 million. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Feb. 28, 2022 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 8 – Intangible Assets The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 28, 2022: Useful Life Cost Impairment Accumulated Net Carrying Software development costs 3.0 - 5.0 years $ 10,828,889 $ 1,415,746 $ 2,764,643 $ 6,648,500 Trademark & License 6.0 - 20.0 years 6,048,213 — 1,178,331 4,869,882 Others 1.0 - 3.0 years 2,211,851 — 1,105,237 1,106,614 CIP – Software development — 5,036,680 — — 5,036,680 $ 24,125,633 $ 1,415,746 $ 5,048,211 $ 17,661,676 Intangible assets are amortized on a straight-line basis over their expected useful lives, which is estimated to be 1-20 years. The expected useful lives are determined as to reflect the expected pattern of consumption of the future economic benefits embedded in the assets. During the year, the Company recognized the impairment loss for software development costs amounting to $1.4 million due to the decrease in recoverable amount from potential sale of certain assets. Amortization expense related to website development costs and intangible assets, excluding amortization of debt issuance costs, was $3.9 million and $0.5 million for the year/period ended February 28, 2022 and 2021, respectively. Based on the carrying value of definite-lived intangible assets as of February 28, 2022, we estimate our amortization expense for the next five years will be as follows: As of February 28, 2022 Amortization Expense 2022 $ 4,264,343 2023 5,903,837 2024 5,564,215 2025 1,929,281 2026 — $ 17,661,676 |
Notes Payable
Notes Payable | 12 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable Description As of February 28, As of Streeterville Capital, LLC $ 4,053,737 $ — ING Belgium 2,475,779 — Business Brokers, LLC 725,000 — Belfius bank 346,991 — Others 326,312 — Total 7,927,819 — Less: (315,265 ) Line of Credit and Notes Payable, net 7,612,554 — Less: Current portion of Line of Credit and Notes Payable (7,341,745 ) — Line of Credit and Notes Payable Long Term, net $ 270,809 $ — Note Purchase Agreements: Streeterville Capital, LLC November 2020 Note Purchase Agreement On November 23, 2020, the Company entered into a Note Purchase Agreement (the “ November 2020 Note Purchase Agreement Streeterville November 2020 Streeterville Note November 2020 Investor Note The November 2020 Streeterville Note bore interest at a rate of 10% per annum and was scheduled to mature 12 months after the date of the note (i.e., on November 23, 2021). From time to time, beginning 6 months after issuance, Streeterville had the right to redeem a portion of the November 2020 Streeterville Note, not to exceed $0.8 million if the November 2020 Investor Note had not been funded and $1.25 million if the November 2020 Investor Note had been funded. In the event we did not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount was to be added to the outstanding balance of the November 2020 Streeterville Note. Under certain circumstances the Company could defer the redemption payments up to three times, for a duration of 30 days each, provided that upon each such deferral the outstanding balance of the November 2020 Streeterville Note would increase by 2%. Subject to the terms and conditions set forth in the November 2020 Streeterville Note, the Company had the right to prepay all or any portion of the outstanding balance of the November 2020 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the November 2020 Streeterville Note remained outstanding, the Company agreed to pay to Streeterville 20% of the gross proceeds that the Company received from the sale of any of its common stock or preferred stock, which payments were to be applied towards, and would reduce, the outstanding balance of the November 2020 Streeterville Note, which percentage was to increases to 30% upon the occurrence of, and continuance of, an event of default under the November 2020 Streeterville Note (each an “ Equity Payment The November 2020 Streeterville Note provided that if any of the following events had not occurred on or before April 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) would increase by an amount equal to 25% of the then-current outstanding balance thereof (the “ April 2021 Note Increase (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash through equity investments; (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; (d) HotPlay must have become a co-borrower on the November 2020 Streeterville Note; and (e) the Company must have paid off all outstanding debt obligations to the Donald P. Monaco Insurance Trust and National Bank of Commerce, in full (collectively, the “ November 2020 Note Transaction Conditions Pursuant to the November 2020 Streeterville Note, we provided Streeterville a right of first refusal to purchase any promissory note, debenture or other debt instrument which we proposed to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that we provided Streeterville such right, and Streeterville did not exercise such right to provide such funding, the outstanding balance of the November 2020 Streeterville Note would increase by 3%. Each time, if ever, that we failed to comply with the terms of the right of first refusal, the outstanding balance of the November 2020 Streeterville Note would increase by 10%. Additionally, upon each major default described in the November 2020 Streeterville Note (i.e., the failure to pay amounts under the November 2020 Streeterville Note when due or to observe any covenant under the November 2020 Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the November 2020 Streeterville Note would automatically increase by 15%, and for each other default, the outstanding balance of the November 2020 Streeterville Note would automatically increase by 5%, provided such increase could only occur three times each as to major defaults and minor defaults, and that such aggregate increase could not exceed 30% of the balance of the Streeterville Note immediately prior to the first event of default. In connection with the November 2020 Note Purchase Agreement and the November 2020 Streeterville Note, the Company entered into a Security Agreement with Streeterville (the “ Security Agreement The November 2020 Investor Note, in the principal amount of $1,500,000, evidenced the amount payable by Streeterville to the Company as partial consideration for the acquisition by the Company of the November 2020 Streeterville Note. The November 2020 Investor Note accrued interest at the rate of 10% per annum, payable in full on November 23, 2021, subject to a 30-day extension exercisable at the option of Streeterville and could be prepaid at any time. The amount of the Investor Note has been offset against the amount of the November 2020 Streeterville Note in the balance sheet as of February 28, 2021, as both notes have substantially similar terms, and the Investor Note was provided in consideration for the acquisition of a portion of the November 2020 Streeterville Note. The November 2020 Investor Note was subsequently funded in full in January 2021. March 2021 Note Purchase Agreement On March 22, 2021, we entered into a Note Purchase Agreement dated March 23, 2021 (the “ March 2021 Note Purchase Agreement March 2021 Streeterville Note March 2021 Investor Note OID The March 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on March 23, 2022). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the March 2021 Streeterville Note, not to exceed $2.125 million. In the event we do not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the March 2021 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral the outstanding balance of the March 2021 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the March 2021 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the March 2021 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the March 2021 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the March 2021 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the March 2021 Streeterville Note (each an “ Equity Payment The March 2021 Streeterville Note provides that if any of the following events have not occurred on or before June 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) increases by an amount equal to 25% of the then-current outstanding balance thereof: (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash or debt through equity investments (which has been completed); (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; and (d) HotPlay must have become a co-borrower on the March 2021 Streeterville Note (collectively, the “ March 2021 Note Transaction Conditions The March 2021 Note Purchase Agreement required that we complete the purchase of the Reinhart (the “ Reinhart Interest Also on May 26, 2021, Streeterville funded the March 2021 Investor Note (in the amount of $1.5 million) in full. We made a required equity payment of $1,857,250 to Streeterville under the March 2021 Streeterville Note on May 26, 2021, with funds raised through a May 2021 underwritten offering, which represented approximately 20% of the funds raised in such offering. We failed to timely meet the November 2020 Note Transaction Conditions; however, on June 1, 2021, Streeterville agreed to defer 50% of the April 2021 Note Increase which was otherwise to occur due to the Company’s failure to timely meet all of the November 2020 Note Transaction Conditions. As such, a total of $506,085 was capitalized into the outstanding balance of the November 2020 Streeterville Note effective as of April 30, 2021, and the remaining $506,085 of the April 2021 Note Increase would only be added to the balance of the November 2020 Streeterville Note if the Company failed to meet the November 2020 Transaction Conditions by June 30, 2021. Separately, if the Company did not meet the March 2021 Note Transaction Conditions by June 30, 2021, the March 2021 Streeterville Note would be subject to the June 2021 Note Increase. The Company completed the acquisition of HotPlay effective as of June 30, 2021, and as such the November 2020 Transaction Conditions and the March 2021 Note Transaction Conditions were satisfied. On June 22, 2021, the Company entered into an Exchange Agreement with Streeterville, pursuant to which Streeterville exchanged $600,000 of a June 2021 requested redemption of $1.25 million under the November 2020 Streeterville Note (which amount was partitioned into a separate promissory note) for 300,000 shares of the Company’s common stock. As of June 30, 2021, the remaining principal balance of Streeterville Notes is $ 10,247,676, accrued interest of $417,012 and accumulated unamortized debt issuance cost of $1,554,924. On July 21, 2021, the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $400,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 200,000 shares of the Company’s common stock. On September 1, 2021, the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $270,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 135,000 shares of the Company’s common stock. On October 22, 2021, the Company entered into the Note Purchase Agreement (the “ October 2021 Note Purchase Agreement October 2021 Streeterville Note The October 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on October 22, 2022). From time to time, beginning six months after issuance, Streeterville may redeem any portion of the October 2021 Streeterville Note, up to a maximum amount of $375,000 per month. In the event the Company fails to pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the October 2021 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral, the outstanding balance of the October 2021 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the October 2021 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the October 2021 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the October 2021 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments will be applied towards and will reduce the outstanding balance of the October 2021 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the October 2021 Streeterville Note (each an “ Equity Payment The October 2021 Streeterville Note provides that by November 21, 2021 (the “ Deadline Streeterville Notes Pursuant to the October 2021 Streeterville Note, the Company provided Streeterville a right of first refusal to purchase any promissory note, debenture, or other debt instruments which the Company proposes to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that the Company provides Streeterville such right, and Streeterville does not exercise such right to provide such funding, the outstanding balance of the October 2021 Streeterville Note increases by 3%, unless the proceeds from such sale(s) are used to repay the October 2021 Streeterville Note in full. Each time, if ever, that the Company fails to comply with the terms of the right of first refusal, the outstanding balance of the October 2021 Streeterville Note increases by 10%. Additionally, upon each major default described in the October 2021 Streeterville Note (i.e., the failure to pay amounts under the October 2021 Streeterville Note when due or to observe any covenant under the Note Purchase Agreement (other than the requirement to make Equity Payments)), the outstanding balance of the October 2021 Streeterville Note may be increased, at Streeterville’s option, by 15%, and for each other default, the outstanding balance of the October 2021 Streeterville Note may be increased, at Streeterville’s option, by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the October 2021 Streeterville Note immediately prior to the first event of default. The October 2021 Note Purchase Agreement and the October 2021 Streeterville Note contain customary events of default, including if the Company undertakes a fundamental transaction (including consolidations, mergers, and certain changes in control of the Company), without Streeterville’s prior written consent. As described in the October 2021 Streeterville Note, upon the occurrence of certain events of default (mainly our entry into bankruptcy), the outstanding balance of the October 2021 Streeterville Note will become automatically due and payable. Upon the occurrence of other events of default, Streeterville may declare the outstanding balance of the October 2021 Streeterville Note immediately due and payable at such time or at any time thereafter. After the occurrence of an event of default (and upon written notice from Streeterville), interest on the October 2021 Streeterville Note will accrue at a rate of 22% per annum, or if lesser, the maximum rate permitted under applicable law. The Note Purchase Agreement prohibits Streeterville from shorting our stock through the period that Streeterville holds the October 2021 Streeterville Note. On November 3, 2021, the Company closed a registered direct offering of its securities, resulting in gross proceeds to the Company of approximately $30 million. This offering triggered the provisions of the Streeterville Notes requiring the Company to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments must be applied towards and reduce the outstanding balance of each of the outstanding Streeterville Notes, however, the condition to pay 20% of the gross proceeds from the sale of any stock were negotiated with the lender and waived in November 2021. On November 4, 2021, the Company completely paid off the November 2020 Streeterville Note in the amount of $3,100,807 and paid down the outstanding balance of the March 2021 Streeterville Note in the amount of $6,000,000. As of February 28, 2022, the remaining principal balance of Streeterville Notes is $4,053,737, accrued interest of $653,587 and accumulated unamortized debt issuance cost of $315,265. HotPlay Convertible Notes On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, on November 24, 2020, on around December 28, 2020 and on and around January 6, 2021, HotPlay advanced NextPlay Technologies, Inc. $300,000, $700,000, $1,000,000, $400,000, $100,000, $450,000, and $50,000 respectively, under the terms of the HotPlay Exchange Agreement. The advances were evidenced by convertible promissory notes (“ HotPlay Convertible Notes On January 8, 2021, HotPlay obtained the loan of $12 million from Tree Roots Entertainment Group Co., Ltd. (“Tree Roots Notes") The loan was solely for the purpose of funding obligation to the Company pursuant to the HotPlay Exchange Agreement. The loan carried interest at 5% per annum. The interest shall accrue until closing date. The principal and interest shall be converted to shares upon closing date. The interest before HotPlay’s approving date of the reverse acquisition is payable at call. Subsequently, on March 16, 2021, March 19, 2021, and April 15, 2021, HotPlay loaned the Company $9 million, $1 million and $2 million, respectively. The loans were made pursuant to the terms of the HotPlay Exchange Agreement and were evidenced by Convertible Promissory Notes dated effective March 16, 2021, March 19, 2021, and April 15, 2021, in the amount of $9,000,000, $1,000,000, and $2,000,000, respectively. With the April 15, 2021 loan, HotPlay had loaned the Company all $15 million of the funds required to be funded pursuant to the terms of the HotPlay Exchange Agreement. The advances, and the entry into the HotPlay Convertible Notes, were required conditions to the HotPlay Exchange Agreement. The HotPlay Notes together with principal and interest after HotPlay’s approving date of the reverse acquisition under Tree Roots Notes were automatically forgiven as inter-company loans upon the closing of the HotPlay Exchange Agreement which occurred on June 30, 2021. Hudson Bay’s Warrant Exchange Agreement On September 22, 2021, the Company entered into an Exchange Agreement (the “ Hudson Exchange Agreement Holder Warrants Black Scholes Value Hudson Note The Hudson Note is payable by the Company, in four equal payments of $225,000 each, with payments due on October 22, 2021, November 22, 2021, December 22, 2021, and on maturity, January 22, 2022. We can prepay any amount due under the Hudson Note without penalties, provided we provide the Holder five days prior written notice. The amount due under the Hudson Note does not accrue interest, unless an event of default occurs thereunder, at which time the amount owed under the Hudson Note will accrue interest at 18% per annum, until paid in full. The Hudson Note contains customary restrictions (including future payments of indebtedness while the Hudson Note is outstanding and in default), covenants and events of default, including if a change of control of the Company occurs, and upon the occurrence of an event of default, the Holder can declare the entire balance of the Hudson Note immediately due and payable, together with a redemption premium of 25% (i.e., the Holder can require the Company to pay 125% of the amount due under the Hudson Note). The Hudson Note also includes certain rights which accrue to the Holder upon a fundamental transaction. On October 22, 2021, the Company paid the first installment of $225,000. On November 4, 2021, the Company paid off the remaining balance of $675,000. Loan agreement with ING During the year 2015 and 2021, a subsidiary entered into loan agreements with ING Belgium to obtain the credit facilities. The loans carry interest at 1.8% per annum and EURIBOR plus 1.3% per annum. The terms of the loans were between 12 - 84 months for which final installments are in March 2023. As of February 28, 2022, the loans had outstanding balance of $2.5 million. Loan agreement with Business Brokers, LLC Effective November 1st of 2021, a subsidiary obtained a credit facility of $ 0.725 million from Business Brokers, LLC to which it engages regularly in the issuance of construction and commercial loans. The facility is guaranteed by notes receivable. The facility carries a blended interest of 14.05% per annum and is repayable upon the collection of the notes that guarantees it, or the Company decision to repay it in full, whichever comes first, with interest only monthly payments requirement. As of February 28, 2022, the loans had outstanding balance of $0.725 million. Loan agreement with Belfius bank During the year 2017 and 2021, a subsidiary entered into loan agreements with Belfius Bank to obtain the credit facilities. The loans carry interest at 0.65% - 1.88% per annum. The terms of the loans are between 12 - 66 months for which final installments are due in 2022 and to be repay on a monthly basis. As of February 28, 2022, the loans had outstanding balance of $0.3 million and classified as current portion. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Feb. 28, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 10 – Stockholders’ Equity Preferred stock The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million (100,000,000), with a par value of $0.00001 per share (the “ Preferred Stock Series A Preferred Stock The Company has authorized and designated 3,000,000 shares of Preferred Stock as Series A 10% Cumulative Convertible Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $0 and $1,102,068 as of February 28, 2022 and February 28, 2021, respectively. These dividends will only be payable when and if declared by the Company’s board of directors. On April 7, 2021, the board approved the dividends to be paid. The Company had 0 shares of Series A Preferred Stock issued and outstanding as of February 28, 2022 and February 28, 2021. Series B Preferred Stock The Company has authorized and designated 10,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock, which shares were issued to certain Axion stockholders in exchange for their ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion pursuant to the Axion Exchange Agreement (see “Note 6 – Investment in Unconsolidated Affiliates”). Each share of Series B Preferred Stock automatically, and without any required action by any holder, converted into 0.74177 shares of Company common stock upon the closing of the HotPlay Share Exchange on June 30, 2021. As of February 28, 2022 and February 28, 2021, the Company had 0 and 10,000,000 shares of Series B Preferred Stock issued and outstanding, respectively. Series C Preferred Stock The Company has authorized and designated 3,828,500 shares of Preferred Stock as Series C Convertible Preferred Stock. The Series C Preferred Stock was issued to certain debt holders of Axion who are party to the Axion Share Exchange Agreement and who agreed to exchange certain debt owed to such debt holders by Axion for shares of Series C Preferred Stock pursuant to the Share Exchange Agreement. Each share of Series C Preferred Stock automatically, and without any required action by any holder, converted into one share of the Company’s common stock, upon the closing of the HotPlay Share Exchange on June 30, 2021. As of February 28, 2022 and February 28, 2021, the Company had 0 and 3,828,500 shares of Series C Preferred Stock issued and outstanding, respectively. Series D Preferred Stock On July 21, 2021, the Company designated Series D Convertible Preferred Stock (“ Series D Preferred Stock Series D Designation Liquidation Preference Conversion Rate The Company had 0 shares of Series D Preferred Stock outstanding as of February 28, 2022 and February 28, 2021. Common Stock The Company issued the initial payment of $500,000 to IDS as per the settlement agreement during the year ended February 28, 2022 in consideration for the first transfer of 344,400 shares to be repurchased. As of the filing date, the transfer of shares has been completed. On November 1, 2021, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement Purchasers Offering Shares Warrants The Offering closed on November 3, 2021. shares of common stock issuable upon exercise of the Warrants were offered pursuant to a prospectus supplement, filed with the to the Company’s effective shelf registration statement on Form S-3 (File No. 333-257457) (the “ Registration Statement 1, was amended on September 24, 2021 and October 27, 2021, and was declared effective on October 29, 2021. The Offering resulted in gross proceeds to the Company of approximately $30.0 million, before deducting the placement agent fees and related offering expenses, and excluding proceeds to the Company, if any, that may result from the future exercise of Warrants issued in the Offering. The net proceeds to the Company from the Offering, after deducting the placement agent’s fees and expenses and estimated offering expenses (excluding proceeds to the Company, if any, from the future exercise of the Warrants) were approximately $27.85 million. During the year ended February 28, 2022, the following shares of common stock were issued: - 87,100,403 shares of common stock related to the reverse acquisition of HotPlay valued at $70,223,429. - 258,594 shares of common stock for compensation valued at $419,228. - 97,500 shares of common stock for consulting valued at $127,750. - 335,000 shares of common stock for related redemption on a loan valued at $670,000. - 1,925,581 shares of common stock pursuant to an Exchange agreement valued at $4,813,952. - 18,987,342 shares issued for public offering valued at $27,850,001. During the year ended February 28, 2022, the Company repurchased 344,400 shares pursuant to an Amendment agreement to the Intellectual Property Purchase Agreement, which are classified as treasury stock valued at $771,456. On May 2, 2022, and pursuant to the terms of the respective Intellectual Property Purchase Agreements with FBP and TIQ, the Company issued FBP and TIQ 1,666,667 and 1,250,000 shares of Company common stock, respectively. The Company had 500,000,000 shares of common stock, $0.00001 par value, authorized for issuance; and 108,360,020 and 62,400,000 shares of common stock issued and outstanding as of February 28, 2022 and 2021, respectively. Common Stock warrant The following table sets forth common stock purchase warrants outstanding as of February 28, 2022 and 2021, and changes in such warrants outstanding for the year ending February 28, 2022: Warrant Weighted Outstanding, February 28, 2021 3,045,921 $ 2.50 Warrants granted 161,900 $ 4.59 Warrants exercised/forfeited/expired (225,400 ) $ 4.61 Outstanding, June 30, 2021 – Reverse acquisition date 2,982,421 $ 2.45 Warrants granted 14,402,408 $ 1.97 Warrants exercised/forfeited/expired (2,411,250 ) $ 2.06 Outstanding, February 28, 2022 14,811,679 $ 2.05 Common stock issuable upon exercise of warrants 14,811,679 $ 2.05 Warrants outstanding at February 28, 2021 were of Monaker, however as HotPlay merged and became NextPlay, hence such warrants are presented in comparison as part of NextPlay. On January 28, 2022, the Company held a Special Meeting of Stockholders (the “Special Meeting”) in a virtual format. Stockholders did not approve an amendment to the exercise price provisions of those warrants (the “Warrants”) issued in connection with a registered direct offering of the Company’s securities pursuant to that Stock Purchase Agreement entered into by and among the Company and certain investors on November 1, 2021, and specifically to remove the $1.97 floor price (the “Floor Price”) of the Warrants such that the exercise price of the Warrants may be reduced below the Floor Price in the event that the Company issues or enters into any agreement to issue securities for consideration less than the then current exercise price of the warrants (the “Warrant Amendment”). On February 28, 2022, there were warrants outstanding to purchase 14,811,679 shares of common stock with a weighted average exercise price of $2.05 and weighted average remaining life of 0.88 year. The warrants issued on November 1, 2021 of 14,402,408 warrants may be exercised commencing six months after the issuance date, therefore as of February 28, 2022, they were not eligible for exercising. During the year ended February 28, 2022, the Company granted: ● warrants to purchase 14,402,408 shares of common stock in connection with subscriptions for shares of common stock. As discussed above, on November 1, 2021, the Company issued Warrants to purchase an aggregate of 14,240,508 shares of Company common stock in connection with the Offering. Each whole Warrant sold in the Offering will be exercisable for one share of common stock at an initial exercise price of $1.97 per share (the “ Initial Exercise Price Initial Exercise Date The Warrants also include certain anti-dilution rights, which provide that if at any time the Warrants are outstanding, the Company issues or enters into any agreement to issue, or is deemed to have issued or entered into an agreement to issue (which includes the issuance of securities convertible or exercisable for shares of Common Stock), securities for consideration less than the then current exercise price of the Warrants, the exercise price of such Warrants will be automatically reduced to the lowest price per share of consideration provided or deemed to have been provided for such securities; provided, however, that unless and until the Company has received stockholder approval to reduce the exercise price of the Warrants below $1.97 per share (the “Floor Price”), no such adjustment to the exercise price may be made. Pursuant to the Purchase Agreement, the Company has agreed to use its reasonable best efforts to obtain stockholder approval within 90 days from the date of the prospectus supplement to remove the Floor Price of the Warrants. In the event that such stockholder approval is not obtained within 90 days of the date of the prospectus supplement, the Company has agreed to hold a special meeting of its stockholders every three months thereafter, for so long as the Warrants remain outstanding, to obtain such stockholder approval. If the Company fails for any reason to deliver shares of Common Stock upon the valid exercise of the Warrants, subject to its receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the Warrants, the Company will be required to pay the applicable holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares subject to such exercise (as calculated in the Warrant), $10 per trading day (increasing to $20 per trading day on the third trading day after such liquidated damages begin to accrue) for each trading day that such shares are not delivered. The Warrants also include customary buy-in rights in the event the Company fails to deliver shares of Common Stock upon exercise thereof within the time periods set forth in the Warrant. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Feb. 28, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies The Company entered into an office lease in Sunrise, Florida where we leased approximately 5,279 square feet of office space at 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323. In accordance with the terms of the office space lease agreement, the Company will be renting the commercial office space, for a term of almost eight years from March 1, 2021, through July 31, 2028. Additionally, the Group rents office space located in Puerto Rico, Thailand, Belgium, and Switzerland with lease terms ranging from five to nine years. The subsidiary of the Company entered into several car operating leases for employees with a term of 24 to 62 months from April, 2022, through July, 2025. The following schedule represents obligations and commitments on the part of the Company: Current Long Term FYE 2023 FYE 2024 Totals Office Leases $ 611,168 $ 3,091,132 $ 3,702,300 Car Leases 325,524 244,143 569,667 Insurance and Other 140,472 7,200 147,672 Totals $ 1,077,164 $ 3,342,475 $ 4,419,639 Legal Matters The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters could, individually or in the aggregate, have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change considering the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims. IDS Settlement On August 15, 2019, the Company entered into an Intellectual Property Purchase Agreement with IDS Inc. (“ IDS IP Purchase Agreement IP Assets IDS Shares On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and TD Assets Holding, LLC (“ TD Asset On April 29, 2020, the Company filed a Verified Motion for Temporary Injunction (the “ Injunction Motion Answer and Counterclaim On July 27, 2020, the Company entered into a confidential settlement agreement with certain of the defendants in the IDS matter, Navarro Hernandez, P.L., Aaron M. McKown, and Jeffery S. Bailey. The settlement provided for mutual releases of the parties and amounts payable from such parties to the Company in four tranches, in consideration for such settlement, of which all such payments have been timely paid pursuant to the terms of the settlement. The remaining parties to the litigation subsequently attempted to mediate their claims pursuant to a court ordered mediation in February 2021. Effective on May 18, 2021, the Company, IDS, TD Asset and Ari Daniels, the principal of IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “ IP Purchase Amendment Payment Required Payments Applicable Portion Pursuant to the IP Purchase Amendment, on May 19, 2021, the Company made the initial payment of $500,000. Thereafter, the first 344,400 shares of common stock repurchased by the Company were returned to treasury and cancelled. On September 27, 2021, the Court entered the Agreed Order. The Court ordered that: (i) the Company resume the monthly payment on or before September 28, 2021 (which payment has not been made due to failure of IDS to provide required documents); (ii) $24,583.33 shall be paid monthly to one of IDS’s counsel and the balance of each payment shall be paid to the IDS Defendants; and (iii) $20,000 of the 12 th (iv) NextPlay/(formerly Monaker) was awarded its fees and costs associated with the filing of the Motion. As of February 28, 2022, IDS still has not provided any of the necessary documents in order make the stock transfers. Litigation between Axion and NextPlay On January 15, 2021, Axion filed a civil claim in the Supreme Court of British Columbia (Action No. S-209245), against J. Todd Bonner, Chairman of the Company’s board of directors, Nithinan Boonyawattanapisut, our Co-Chief Executive Officer and director, the Company, William Kerby, our Co-Chief Executive Officer, Cern One Limited, Red Anchor Trading Corp., CC Asia Pacific Ventures Ltd., HotPlay, HotPlay (Thailand) Ltd., Next Fintech Holdings, Inc. (formerly Longroot, Inc.). and certain other parties. The claim alleges that Mr. Bonner and his wife, Ms. Boonyawattanapisut, used their positions as directors and officers of Axion and certain of its subsidiaries, together with the other defendants, to unlawfully take ownership of Axion’s subsidiaries and assets, including its intellectual property. Axion’s claim includes causes of action for conspiracy and fraud; theft of Axion intellectual property and ownership of Longroot; an investor scheme; breaches of fiduciary duty by Mr. Bonner and Ms. Boonyawattanapisut and others; negligence; knowing assistance of breach of fiduciary duty; collective trust; knowing receipt of trust property; knowing assistance in dishonest conduct; unjust enrichment; and breach of honest performance. The claim seeks general and special damages for conspiracy, damages for breaches of fiduciary duties, accountings and repayments of amounts alleged improperly paid, including to the Company, interim, interlocutory and permanent injunctions, rescission of the issuance of shares of Longroot Cayman; restitution; the return of Axion’s intellectual property; and other accountings, damages, punitive damages, interest and special costs. On April 9, 2021, the Company, on behalf of itself, Mr. Kerby and Next Fintech Holdings, Inc. (formerly Longroot, Inc.), filed a response to Axion’s claim whereby all such parties disputed Axion’s claims and argued all such transactions involving the Company, Mr. Kerby and Next Fintech which are the subject of Axion’s claims were legitimate and pleading various other defenses. The Company, Mr. Kerby and Next Fintech dispute Axion’s claims and continue to vigorously defend themselves against the allegations made. The lawsuit states that J. Todd Bonner, Nithinan ‘Jess’ Boonyawattanapisut, Cern One Limited, and Red Anchor Trading Corp. made loans totaling USD $9,141,372 to the defendants at various times between March 2018 and June 2020. Mr. Bonner is the Co-Chairman of NextPlay, and a past CEO and Director of Axion. His wife, Ms. Boonyawattanapisut, is the Co-CEO of NextPlay. On or about July 21, 2020, the Company and the lenders entered into a share exchange agreement whereby the lenders transferred rights to repayment of USD $7,657,023 of the debt owed by defendants plus interest to the Company, in exchange for Company stock or warrants. On or about August 23, 2021, counsel for NextPlay demanded repayment of the debts owed by the defendants, and defendants have not paid any portion of the amounts due. On September 1, 2021, the Company filed a lawsuit in the Supreme Court of British Columbia (Action No. S-217835) under the Canadian Foreign Money Claims Act (R.S.B.C. 1996, c. 155). The defendants are Axion; Axion Interactive Inc., a wholly-owned subsidiary of Axion; and Ying Pei Digital Technology (Shanghai) Company Ltd., a Chinese wholly-owned subsidiary of Axion. NextPlay owns approximately 33.85% of the outstanding shares of Axion. The Company alleges debts that the defendants refuse to pay totaling USD $7,657,023, under various promissory notes and loan agreements acquired by the Company in July 2020. The Company also seeks interest on the past-due amounts and costs associated with collection. In November 2021, the Company commenced a new claim for the debt claimed to reflect the difference between what was owed and what the Company is claiming to avoid double-claiming. In February 2022, the court was receptive to loans related evidence (e.g. loan agreements, bank statements, board resolutions, etc.), and that it will be further resolved together with other Axion issues in the next trial. The summary trial judge has advised that he wishes to take case management over this and several related proceedings, he advised further that the initial four weeks of trial plan in June 2022 might be insufficient. While the June trial dates have not yet officially been adjourned, it is anticipated that the trial of this action would be reset for 12 weeks sometime in 2023 or early 2024. Document and oral discovery are ongoing, which will be necessary for the parties to make full disclosure on all issues. |
Business Segment Reporting
Business Segment Reporting | 12 Months Ended |
Feb. 28, 2022 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 12 – Business Segment Reporting Accounting Standards Codification 280-10 “ Segment Reporting The Company has three operating segments consisting of (i) Media Division, which consists of HotPlay and Reinhart/Zappware, (ii) FinTech Division, which consists of Longroot and NextBank, and (iii) Travel Division, which includes NextTrip holdings and Extraordinary Vacations USA. The Company’s chief operating decision makers are considered to be the Co-Chief Executive Officers. The chief operating decision makers allocate resources and assesses performance of the business and other activities at the single operating segment level. Schedule of segments For the year ended February 28, 2022 NextMedia NextFinTech NextTrip Total Revenue 6,466,498 1,581,421 155,407 $ 8,203,326 Cost of Revenue 1,718,286 490,911 137,170 2,346,367 Gross Profit 4,748,212 1,090,510 18,237 $ 5,856,959 For the period ended February 28, 2021* NextMedia NextFinTech NextTrip Total Revenue — — — $ — Cost of Revenue — — — — Gross Profit — — — $ — * Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay’s financials. There were no reconciling or inter-company items between segments. Schedule of geographic information Revenue For year February 28, For period February 28, United States and Puerto Rico $ 1,736,828 $ — Europe 6,466,498 — Thailand — — $ 8,203,326 $ — Long-lived Assets February 28, February 28, United States and Puerto Rico $ 44,128,496 $ — Europe 11,913,658 — Thailand 9,951,343 7,785,396 $ 65,993,497 $ 7,785,396 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Feb. 28, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13 – Fair Value Measurements The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. As of February 28, 2022, the Company had the assets and liabilities that were measured at fair value or for which fair value was disclosed using different levels of inputs as follows: As of February 28, 2022 Level 1 Level 2 Level 3 Total Financial assets Cash — 6,618,951 6,618,951 Short Term Investment — — 304,509 304,509 Accounts Receivable — — 766,793 766,793 Loans receivable — — 17,355,163 17,355,163 Unbilled receivable — — 3,277,408 3,277,408 Other Receivable — — 343,681 343,681 Other Receivable, related party — — 155,425 155,425 Advance for investment — — 3,227,117 3,227,117 Investments in unconsolidated affiliates 14,980 — — 14,980 Convertible Notes Receivable, related Party — — 4,594,214 4,594,214 Operating lease right-of-use asset — — 3,962,596 3,962,596 Security Deposits — — 264,373 264,373 Financial liabilities Line of Credit and Notes Payable, net — — 7,612,554 7,612,554 Accounts payable & accrued Expense — — 8,595,064 8,595,064 Other current liabilities — — 392,684 392,684 Operating lease liability — — 3,829,750 3,829,750 Other liabilities — — 7,608,279 7,608,279 Note payable long term, related parties — — 1,731,354 1,731,354 Other long term liability — — 34,847 34,847 As of February 28, 2021, there was none. Other financial instruments of the Company are short-term in nature or carrying interest at rates close to the market interest rates, their fair value is not expected to be materially different from the amounts presented in the Consolidated Balance Sheet. Fair value of financial instruments The methods and assumptions used by the Grouping estimating the fair value of financial instruments are as follows: a) For financial assets and liabilities which have short-term maturities, including cash and cash equivalents, short term investment, accounts receivable, loans receivable, unbilled receivables, other receivables, line of credit and notes payable and accounts payable, the carrying amounts in the balance sheets approximate their fair value. b) The fair value of investment in unconsolidated affiliates is generally derived from quoted market prices, or based on generally accepted pricing models when no market price is available. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes NextPlay follows the guidance of ASC 740, “ Income Taxes. Overseas subsidiaries Corporate income tax of the overseas subsidiaries has been calculated by applying the applicable statutory rates of the relevant countries. The provision for income taxes consists of the following components for the year/periodended February 28, 2022 and 2021: 2022 2021 Current $ 16,876 $ — Deferred — — $ 16,876 $ — The components of deferred income tax assets and liabilities for the years ended February 28, 2022 and 2021, are as follows: 2022 2021 Net operating loss carry-forwards $ 21,642,536 $ 16,856,859 Impairment loss 1,580,367 — Investment valuation 606,940 — Other 5,735 581,529 Total deferred assets $ 23,835,578 $ 17,438,388 Valuation allowance (23,835,578 ) (17,438,388 ) $ — $ — The income tax provision differs from the expense that would result from applying statutory rates to income before income taxes principally because of the valuation allowance on net deferred tax assets for which realization is uncertain. The effective tax rates for years ended February 28, 2022 and February 28, 2021 were computed by applying the federal and state statutory corporate tax rates as follows: 2022 2021 Statutory Federal income tax rate -21.0 % -21.0 % State taxes, net of Federal -4.5 % -4.5 % Permanent difference -1.0 % -1.0 % Change in valuation allowance 26.5 % 26.5 % 0 % 0 % The net operating loss (“ NOL At the adoption date the Company applied ASC 740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC 740, the Company did not recognize a material increase in the liability for uncertain tax positions as of February 28, 2022. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Feb. 28, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 15 – Earnings Per Share The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years: Net Loss attributable to common (Numerator) Weighted Average Shares (Denominator) Per Share Amount For the year ended February 28, 2022: Basic earnings $ (37,972,770 ) 94,513,747 $ (0.40 ) Effect of dilutive securities — — — Dilutive earnings $ (37,972,770 ) 94,513,747 $ (0.40 ) For the period from March 6, 2020 (date of inception) to February 28, 2021: Basic earnings $ (1,200,309 ) 62,400,000 $ (0.02 ) Effect of dilutive securities — — — Dilutive earnings $ (1,200,309 ) 62,400,000 $ (0.02 ) Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the year/period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each year/period. Diluted earnings per common share is not presented because it is anti-dilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events ATM Offering On March 4, 2022, NextPlay Technologies, Inc. entered into an At The Market Offering Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”), to create an at-the-market equity program under which the Company may, from time to time, offer and sell shares of its common stock, par value $0.00001 per share, having an aggregate gross offering price of up to $20 million (the “Shares”) to or through the Agent (the “ATM Offering”). Subsequent events related to Agreements with Streeterville Standstill agreement On April 29, 2022, the Company entered into the Standstill Agreement with Streeterville, pursuant to the October 2021 Streeterville Note, original principal amount of $1,665,000, with a condition amendment that lender will not seek to redeem any portion of the October 2021 Streeterville Note until September 18, 2022 and increased the outstanding balance of the note by $87,639.33 (the “Standstill Fee”), as a result, the outstanding balance of the note is $1,840,912.84 (including outstanding interest). May 2022 Note Purchase Agreement On May 5, 2022, the Company entered into the Note Purchase Agreement (the “ May 2022 Note Purchase Agreement May 2022 Streeterville Note The May 2022 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on May 5, 2023). From time to time, beginning six months after issuance, Streeterville may redeem any portion of the May 2022 Streeterville Note, up to a maximum amount of $625,000 per month. In the event the Company fails to pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the May 2022 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral, the outstanding balance of the May 2022 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the May 2022 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the May 2022 Streeterville Note on or before the date that is 6 months from the Effective Date subject to a prepayment penalty equal to 5% of the amount of the outstanding balance, and after 6 months from the Effective Date will be subject to 10%. For so long as the May 2022 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments will be applied towards and will reduce the outstanding balance of the May 2022 Streeterville Note. Each time that the Company fails to pay an Equity Payment, the outstanding balance of the May 2022 Streeterville Note automatically increases by 10%. Additionally, in the event the Company fails to timely pay any such Equity Payment, Streeterville may seek an injunction which would prevent the Company from issuing common or preferred stock until or unless the Company paid all past-due Equity Payments. Until all of the Company’s obligations under the Note are paid and performed in full, the Company has to comply with covenants below i) so long as Investor beneficially owns the Note and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; ii) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; iii) trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market; iv) the Company will make a payment on the Note equal to twenty percent (20%) of the gross proceeds Company receives from the sale of any of its Common Stock or preferred stock, within ten (10) days of receiving such an amount; v) the Company will not enter into any financing transaction with John Kirkland or any entity owned by or affiliated with John Kirkland; vi) the Company will not make any Variable Security Issuances (as defined below) without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion; and vii) the Company hereby grants to Investor a participation right, whereby Investor shall have the right to participate in Investor’s discretion in up to twenty percent (20%) of the amount raised in any equity or debt financing. In furtherance thereof, should Company seek to raise capital via any transaction covered by the foregoing participation right it shall provide Investor written notice of such proposed transaction, along with copies of the proposed transaction documents. Investor shall then have up to five (5) calendar days to elect to purchase up to twenty percent (20%) of securities proposed to be issued in such transaction on the most favorable terms and conditions offered to any other purchaser of the same securities. The parties agree that in the event Company breaches the covenant set forth in this agreement, Investor’s sole and exclusive remedy shall be to receive, as liquidated damages, an amount equal to twenty percent (20%) of the amount Investor would have been entitled to invest under the participation right, which may be added to the Outstanding Balance of the Note if not otherwise paid in cash by Company. For purposes hereof, the term “Variable Security Issuance” means any issuance of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition, but shall not include an Exempt Issuance. For avoidance of doubt, the issuance of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For purposes hereof “Exempt Issuance” means (a) securities issued upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, and (b) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144), have no variable rate terms or components and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. On June 2 2022, the Company entered into the Global amendment to address the conditions in the Note October 2021 and the Note May 2022 that HotPlay becomes a co-borrower on the Notes and jointly and severally assumes all of the obligations and duties of Borrower under those Notes, shall now jointly refer to HotPlay and NextPlay. June 2022 Promissory Notes On June 13, 2022, the Company entered into two promissory notes, each in the principal amount of approximately CAD $231,121 (USD $178,234), with its former legal counsel, which notes were issued, along with a CAD $10,000 (USD $7,712) in lieu of immediate payment of outstanding amounts payable to such counsel for legal services previously rendered to the Company. The first note will mature on July 31, 2022, and the second note will mature on September 1, 2022; provided, however, that if the Company fails to repay the first note in full on or before its maturity date, then the second note will automatically become immediately due and payable. Both notes are unsecured and accrue interest at a rate of 18% per annum. Other matters In April 2022, the Board of directors has approved consideration of potential sale of certain businesses. Subsequent information about acquisition of IP Fighter base, TokenIQ, GoPlay and GoPay are disclosed in the respective notes. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations and Business Organization | Nature of Operations and Business Organization NextPlay Technologies, Inc. and its consolidated subsidiaries (“NextPlay,” “we,” “our,” “us,” or the “Company”) is building a technology solutions company, offering games, in-game advertising, digital asset products and services, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay’s engaging products and services utilize innovative advertising technology (“AdTech”), Artificial Intelligence (“AI”) and financial technology (“FinTech”) solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay is organized into 3 divisions: (i) NextMedia, the Company’s Interactive Digital Media Division; (ii) NextFinTech, the Company’s Finance and Technology Division; and (iii) NextTrip, the Company’s Travel Division. (i) NextMedia, the Company’s Interactive Digital Media Division In the Interactive Digital Media Division, NextPlay closed its acquisition of HotPlay Enterprise Limited and its In-Game Advertising (“IGA”) platform on June 30, 2021 and acquired a 51% interest in Reinhart TV AG (“Reinhart”) on June 23, 2021. Reinhart owns 100 percent of Zappware, a 20-year-old interactive Digital TV solutions company based in Belgium. The acquisition of Reinhart gives NextPlay potential reach into tens of millions of households with its IGA, Video Game, FinTech, and Travel products. (ii) NextFinTech, the Company’s Finance and Technology Division In the Finance and Technology Division, the Company’s acquisition of International Financial Enterprise Bank (“IFEB”), now called NextBank International, Inc. (“NextBank”), and the conditional approval from the Labuan Financial Services Authority (“Labuan FSA”) to operate a general insurance and reinsurance business, is expected to allow NextPlay to offer individuals and households asset management and banking services, and travel related services such as travel finance and travel insurance, subject to regulatory approval and licensing. Our Company, in accordance with Thailand foreign ownership laws, holds an indirect control of Longroot (Thailand) Company Limited (“Longroot”), which operates in financial advisory service and owns an Initial Coin Offering (“ICO”) Portal which is approved and regulated by the Thai Securities and Exchange Commission (“Thai SEC”). The Portal enables us to crypto-securitize an array of high-quality alternative assets, such as video games, insurance contracts, and real estate. These digital assets serve as a new asset class, which the Company’s management believes will create significant opportunities to accelerate products and services within the Fintech division’s asset management business. Effective November 16, 2021, the Labuan Financial Services Authority (the “Labuan FSA”) approved the Company’s application to carry on general insurance and reinsurance business, subject to certain conditions including (i) payment of a $15,000 annual license fee, (ii) submission of evidence reflecting paid up capital amounting to MYR $10.0 mil (approximately to $2,390,000 US), (iii) submission of proof of registration as a member of Labuan International Insurance Association, and (iv) submission of a Management Services Agreement with the appointed insurance manager, (v) submission of a Letter of Undertaking, and (vi) submission of constituent documents to the Registration of Company Unit. The conditions are to be met within 3 months of November 29, 2021, the date Labuan FSA issued a letter confirming the conditional approval. In May 2022, the Company received a permission letter from Labuan FSA to extend the establishment until August 31, 2022. The Company plans to use the general insurance license to issue primary insurance products and the reinsurance license to issue crypto-securitized insurance in collaboration with Longroot. On October 14, 2021, “Longroot Inc.” (a subsidiary of the Company) changed its name to “Next Fintech Holdings, Inc.” The Company plans to use Next Fintech Holdings, Inc. as the holding company for its FinTech division. (iii) NextTrip, the Company’s Travel Division NextTrip our travel division, currently offers booking solutions for both business and leisure travel. |
Reverse Acquisition of HotPlay Enterprise Ltd. | Reverse Acquisition of HotPlay Enterprise Ltd. On July 23, 2020, the Company (then known as Monaker Group, Inc. (“ Monaker Share Exchange Agreement HotPlay HotPlay Stockholders Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21) Fair Value of Monaker assets acquired Cash $ 7,837,802 Current assets $ 25,568,584 Non-current assets $ 23,078,256 Net assets acquired $ 56,484,642 Fair Value of Monaker liabilities assumed Current liabilities $ 32,482,319 Non-current liabilities $ 5,420,131 Net liabilities assumed $ 37,902,450 Net assets acquired $ 18,582,192 Purchase consideration Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Preliminary estimate of fair value of common shares $ 53,433,415 Fair value of total estimated consideration transferred $ 53,433,415 Purchase Price Allocation Fair value of Monaker net assets acquired as of 6/30/2021 $ 18,582,192 Fair value of total estimated consideration transferred $ 53,433,415 Goodwill $ 34,851,223 The Company is in the process of assessing the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, therefore the assets acquired and liabilities assumed were provisionally recorded. The assessment is to be completed within a period of one year from the acquisition date, pursuant to the measurement period allowed under ASC 805. During the measurement period, the Company is to retrospectively adjust the provisional amounts recognized at the acquisition date, and recognize additional assets or liabilities, if it obtains new information about facts and circumstances that existed as of the acquisition date. The Company’s management is in the process of assessing the fair value of the assets and liabilities and provisionally adjusted the fair value of the assets and liabilities based on the new information that existed as of the acquisition date, which resulted in a $ 3.1 million decrease of the assets. The fair value of the assets and liabilities acquired are provisionally recorded as of February 28, 2022. As of February 28, 2021 Common Stock Shares Before Recasting 144,000 Reduction in share capital (24,000 ) Total Before Recasting 120,000 Adjustment for recasting 62,280,000 After Recasting (1) 62,400,000 (1) The recasted common stock represented cash and intangible assets contributed as equity from HotPlay. In the accounting for the reverse acquisition, the share capital of the legal acquiree (HotPlay) replaced the share capital of the legal acquirer (Monaker). The authorized number of shares of common stock is recasted to present the historical equity of HotPlay on the basis of the 52,000,000 shares issued to HotPlay shareholders on a pro rata basis. The net assets acquired increased the additional paid-in capital. |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, deferred income taxes, purchase price allocation in connection with the business combination and allowance for credit losses. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents on February 28, 2022, and February 28, 2021. |
Short term investment | Short term investment Short term investment is short-term cash deposit with a maturity date more than three months required by the Office of the Commissioner of Financial Institutions (“OCIF”) for business purpose of a subsidiary. |
Accounts Receivable, Other Receivable, Unbilled Receivables | Accounts Receivable, Other Receivable, Unbilled Receivables A receivable is recognized when the Company has an unconditional right to receive consideration. If revenue has been recognized before the Company has an unconditional right to receive consideration, the amount is presented as an unbilled receivable. A receivable is measured at transaction price less impairment loss and unbilled receivables are measured at the amount of consideration that the Company is entitled to, less credit loss. The Company calculates its allowance for current expected credit losses (CECL) based on lifetime expected credit losses at each reporting date. CECLs are calculated based on its historical credit loss experience and adjusted for forward-looking factors specific to the debtors and the economic environment. A receivable is written off when there is no reasonable expectation of recovering the contractual cash flows. |
Loans Receivable and Allowance for Loan Losses | Loans Receivable and Allowance for Loan Losses Loans Receivable Loans that the Company has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at their outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. |
Allowance for Loan Losses | Allowance for Loan Losses The allowance for loan losses is evaluated on a regular basis by Management and is based upon collectability of loans, based on historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This represents management’s estimate of current expected credit losses (“CECL”) in the Company’s loan portfolio over its expected life, which is the contract term being the reasonable and supportable period that we can reasonably and supportably forecast future economic conditions to estimate expected credit losses. The historical loss experience is to be adjusted for asset-specific risk characteristics and economic conditions, including both current conditions and reasonable and supportable forecasts of future conditions. |
Work In Progress | Work In Progress Work in progress represents costs associated with software development according to contracts with customers. Work in progress mainly consists of employee and payroll related expenses and recorded on a project where milestone has not been made. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period indicated on the respective contract. Other current assets are recognized when it is probable that the future economic benefits will flow to the Company and the asset has a cost or value that can be measured reliably. It is then charged to expense over the expected number of periods during which economic benefits will be realized. |
Advance for Investment | Advance for Investment Advance for investment represents cash deposits transferred to the potential seller as a deposit payment as stipulated in the investment purchase agreement, mainly for potential acquisition of asset or business. |
Investment in Unconsolidated Affiliates | Investment in Unconsolidated Affiliates Investment in unconsolidated affiliates is recognized at cost less valuation loss. |
Computer, Furniture and Equipment | Computers, Furniture and Equipment The Company purchases computers, laptops, furniture and fixtures. These are originally recorded at cost and stated at cost less accumulated depreciation and impairment if any. The computers and laptops are depreciated over a useful life of 3 - 5 years, respectively. The furniture and fixture are depreciated over a useful life of 5 and 10 years, respectively. Straight-line depreciation is used for all computers, laptops, furniture and equipment. |
Intangible Assets | Intangible Assets Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (“ASC”) 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day-to-day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period. |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that is not individually identified and separately recognized as an asset. Adjustments made to the acquisition accounting during the measurement period may affect the recognition and measurement of assets acquired and liabilities assumed, any non-controlling interest “NCI”, consideration transferred and goodwill or any bargain purchase gain, as well as the remeasurement of any pre-existing interest in the acquiree. In our assessment, goodwill arisen from reverse acquisition is allocated systematically and reasonably to 3 reporting segment and existing operating entities on the closing of reverse acquisition date which are i) NextMedia segment consisted of - Reinhart Interactive TV AG - Zappware N.V - HotPlay Enterprise Ltd. and HotPlay (Thailand) Co., Ltd., became under NextMedia segment after the reverse acquisition date ii) NextFintech segment consisted of - Next Fintech Holdings, Inc (formerly Longroot Inc) - Longroot Limited - Longroot Holding (Thailand) Co., Ltd. - Longroot (Thailand) Co., Ltd. - Next Bank International, Inc, became under NextFintech segment on its acquisition date, subsequent to reverse acquisition. iii) NextTrip segment consisted of - NextTrip Holdings, Inc. - Extraordinary Vacations USA, Inc. These segments are reviewed regularly by Chief Operating Decision Maker (“CODM”). The chief operating decision makers allocate resources and assess performance of the business and other activities at the single operating segment level. The reporting units for impairment testing purpose are determined as the lowest level of cash generating unit below the operating segments since the components constitute a business for which discrete financial information is available, and CODM regularly reviews the operating results of that components. Certain components share similar economic characteristic and deem single reporting unit. As a result, there are 5 reporting units, which are i) Reinhart/Zappware consisted of Reinhart Interactive TV AG and Zappware N.V, ii) HotPlay consisted of HotPlay Enterprise Ltd. and HotPlay (Thailand) Co., Ltd., iii) Longroot consisted of Next Fintech Holdings, Inc, Longroot Limited, Longroot Holding (Thailand) Company Limited and Longroot (Thailand) Co., Ltd. iv) NextBank, v) NextTrip consisted of NextTrip Holdings, Inc and Extraordinary Vacations USA, Inc. The Company assigned assets and liabilities to each reporting unit based on either specific identification or by using judgment for the remaining assets and liabilities that are not specific to a reporting unit. Goodwill was assigned to the reporting units based on a combination of specific identification and relative fair values. |
Impairment of Intangible Assets | Impairment of Intangible Assets In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following but not limited to: 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. In impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s reporting unit that are expected to benefit from the synergies of the combination. The Company estimates the recoverable amount of each reporting unit to which the goodwill and intangible assets relates. Where the recoverable amount of the reporting unit is less than the carrying amount, an impairment loss is recognized in profit or loss. Impairment losses cannot be reversed in future periods. During the fourth quarter of each fiscal year, the Company carries out annual impairment reviews at the reporting unit level in respect of goodwill and intangible assets by performing qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If those impairment indicators exist, the quantitative assessment is required to assess the recoverable amount of the reporting unit by performing step 1 of the two-step goodwill impairment test. If we perform step 1 and the carrying amount of the reporting unit exceeds its fair value, we would perform step 2 to measure such impairment. In determining value in use, the estimated future cash flows are discounted to their present value to reflect current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. In determining allowance for impairment of goodwill and intangible assets, the management is required to exercise judgements regarding determination of the recoverable amount of the asset, which is the higher of its fair value less costs of disposal and its value in use. |
Accounts payable, note payables and accrued expenses | Accounts payable, note payables and accrued expenses Accounts payable are recognized when the Company receives invoices and accrued expenses are recognized when it is probable that an outflow of resources embodying economic benefits will result from the settlement of a present obligation and the amount at which the settlement will take place can be measured reliably. Notes payables are recognized at cost net transaction costs. Transaction costs are amortized over the terms of notes payable using effective interest rate method. |
Customer Demand Deposits Payable | Customer Demand Deposits Payable Customer deposit represents cash demand deposits payable received from customers at NextBank. |
Business Combination | Business Combination The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired, and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the closing date. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. |
Non-controlling interests | Non-controlling interests Non-controlling interests represent the equity in a subsidiary that is not attributable directly or indirectly to the parent. At the acquisition date, the Company measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. |
Foreign Currency Translation | Foreign Currency Translation The Company prepares the consolidated financial statements using U.S. dollars as the functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholders’ equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Income and expenses are translated at the average monthly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and comprehensive loss. The effect of foreign currency translation on cash and cash equivalents is reflected in cash flows from operating activities on the consolidated statements of cash flows. |
Earnings per Share | Earnings per Share Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended February 28, 2022 and 2021, warrants |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation and recognizing revenue when the performance obligation is satisfied. Types of revenue consist of: Media Subscription and Services Media subscription revenue is the revenue from sales of software to 3 rd Revenue from maintenance service is recognized over the time based on contractual performance obligation monthly. Revenue from product development is recognized at the point in time when the contractual performance obligation is met for a specific milestone of the contract. The Company’s deferred revenue reflects amounts received in advance that will be recognized as revenue over time or as services are rendered. Deferred revenue expected to be realized within one year is classified as a current liability and the remaining is recorded as a non-current liability. Interest and Financial services NextBank International provides traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans, among other types of lending services. Revenues are categorized as interest income and financial services. NextBank is primarily responsible for fulfilling the services to clients, bear risks on its loan products, has discretion in establishing the price, hence it acts as principal, and recognizes revenues at the gross amount received for the services. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Financial services are categorized as follows: - Origination fee is recognized at point of time when the loan contract is mutually originated between a customer and the Company. - Deposit account fees and other administrative fee are generally recognized upon completion of services (wire in/out processing, certain deposit condition met, etc.). Travel The Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). The Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. The Company controls the specified travel product before it is transferred to the customer and is therefore a principal, include but not limited to, the following - The Company is primarily responsible for fulling the promise to provide such travel product. - The Company has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to a customer. - The Company has discretion in establishing the price for the specified travel product Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). |
Cost of Revenue | Cost of Revenue Cost revenue from digital media mainly consists of cost of employees - software developer, other sub-contractors and amortization. Cost of revenue from finance and technology mainly consists of interest expense, loan related commissions, amortization of core banking software and technology facilities and infrastructures. Cost of revenue from travel mainly consists of cost of the tours and activities, sales commissions paid to agents and employees who sell travel package, and merchant fees charged by credit card processors. |
Comparative figures | Comparative figures The certain comparative figure has been reclassified to conform with the current year presentation. |
Selling and Promotions Expense | Selling and Promotions Expense Selling and promotion expenses consist primarily of promotional expenses, expenses related to our participation in industry conferences, and public relations expenses, and the expense is recognized when incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “ Accounting for Income Taxes , The difference between our effective income tax rate and the federal statutory rate is primarily a function of the mix of uncertain tax positions and permanent differences including non-deductible charges. Our provision for income taxes is subject to volatility and could be adversely impacted if earnings or tax rates differ from our expectations or if new tax laws are enacted. Significant judgment is required in evaluating any uncertain tax positions, including the timing and amount of deductions and allocations of income among various tax jurisdictions. We are required to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. We adjust these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. To the extent that the final outcome of a matter is different than the amount recorded, such differences will impact the provision for income taxes in the period in which the determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as any related net interest and penalties. We have adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 28, 2022, the Company’s income tax returns for tax years ending February 28, 2021 - 2015 remain potentially subject to audit by the taxing authorities. We follow the guidance of ASC 740, “ Income Taxes |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company recognizes compensation on a straight-line basis over the requisite service period for each award and recognizes forfeitures as when they occur. |
Warrant | Warrants The Company accounts for the warrants pursuant to share exchange agreements in accordance with the guidance contained in ASC 815, under which the Warrants do not meet the criteria for equity classification and must be recorded as liabilities. All such warrant agreements contain fixed strike prices and number of shares that may be issued at the fixed strike price, and do not contain exercise contingencies that adjust the strike price or number of shares issuable upon settlement of the warrants. All such warrant agreements are exercisable at the option of the holder and settled in shares of the Company. The warrants are qualified as equity-linked instrument embedded in a host instrument whereby do not meet definition of derivative, therefore it’s not required to separate the embedded component from its host. The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3, by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of ASC Topic 718-20-35-3 over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities. Financial instruments consist principally of cash, accounts receivable, investments in unconsolidated affiliates, other receivable, other receivable, related parties, accounts payable, accrued liabilities, notes payable, related parties, line of credit and certain other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Leases | Leases The Company utilizes operating leases for its offices and cars. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. |
Segment Reporting | Segment Reporting Accounting Standards Codification 280-10 “ Segment Reporting An operating segment component has the following characteristics: a. It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). b. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. c. Its discrete financial information is available. The Company has three operating segments consisting of (i) the NextMedia Division, which consists of HotPlay and Reinhart/Zappware, (ii) the NextFinTech Division, which consists of Longroot and NextBank, and (iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision makers are considered to be the Co-Chief Executive Officers. The chief operating decision makers allocate resources and assesses performance of the business and other activities at the single operating segment level. See Note 12 Business Segment Reporting for details on each segment unit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements July 2017, the FASB issued ASU 2017-11, ASC Subtopic 260 “Earnings Per Share”. The amendments in this update that relate to the recognition, measurement, and earnings per share of certain freestanding equity-classified financial instruments that include down round features affect entities that present earnings per share in accordance with the guidance in Topic 260, Earnings Per Share. and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update. In December 2019, the FASB issued ASU 2019-12, ASC Subtopic 740 “Income Taxes”: Simplifying the Accounting for Income Taxes. The amendments in this Update simplify the accounting for income taxes by removing the following exceptions: 1. Exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income). 2. Exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment. 3. Exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary. 4. Exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in this Update also simplify the accounting for income taxes by doing the following: 1. Requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax. 2. Requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction. 3. Specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements. However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority. 4. Requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. 5. Making minor Codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The Company has adopted the standard which does not have a significant impact to our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has adopted the standard which does not have a significant impact to our consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, ASC Subtopic 805 “Business Combinations”. The FASB is issuing this Update to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) Recognition of an acquired contract liability, (2) Payment terms and their effect on subsequent revenue recognized by the acquirer. The Company has adopted the standard which does not have a significant impact to our consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures. Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops, and performing an archival review of financial reports. The Company has adopted the standard which does not have a significant impact to our consolidated financial statements. |
Summary of Business Operation_2
Summary of Business Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Accounting Policies [Abstract] | |
Schedule of reverse acquisition | Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21) Fair Value of Monaker assets acquired Cash $ 7,837,802 Current assets $ 25,568,584 Non-current assets $ 23,078,256 Net assets acquired $ 56,484,642 Fair Value of Monaker liabilities assumed Current liabilities $ 32,482,319 Non-current liabilities $ 5,420,131 Net liabilities assumed $ 37,902,450 Net assets acquired $ 18,582,192 Purchase consideration Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Preliminary estimate of fair value of common shares $ 53,433,415 Fair value of total estimated consideration transferred $ 53,433,415 Purchase Price Allocation Fair value of Monaker net assets acquired as of 6/30/2021 $ 18,582,192 Fair value of total estimated consideration transferred $ 53,433,415 Goodwill $ 34,851,223 |
Schedule of impact on share capital and additional paid-in capital | As of February 28, 2021 Common Stock Shares Before Recasting 144,000 Reduction in share capital (24,000 ) Total Before Recasting 120,000 Adjustment for recasting 62,280,000 After Recasting (1) 62,400,000 (1) The recasted common stock represented cash and intangible assets contributed as equity from HotPlay. |
Notable Financial Information (
Notable Financial Information (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Notable Financial Information [Abstract] | |
Schedule of represents outstanding balance of operating lease right-to-use asset and operating lease liability | Operating lease Right-to-Use asset Office Car Totals Right-to-Use asset, costs $ 3,771,702 $ 735,479 $ 4,507,181 Accumulated depreciation 352,590 191,994 544,584 Net Carrying Value $ 3,419,112 $ 543,484 $ 3,962,596 Operating lease liability Office Car Totals Current portion $ 460,815 $ 250,988 $ 711,803 Noncurrent portion 2,833,726 284,221 3,117,947 Totals $ 3,294,541 $ 535,209 $ 3,829,750 |
Schedule of disaggregation of revenue | Type of goods and services 2022 2021 NextMedia $ $ - Sales of third-party software 1,992,495 — - Initial activation of license 184,013 — - Activation of license 1,303,601 — Software maintenance services 982,942 — Product development revenue 2,003,447 — 6,466,498 — NextFintech Interest income 738,134 — Financial services 843,287 — 1,581,421 — NextTrip Travel services 155,407 — Total revenue 8,203,326 — |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Acquisitions and Dispositions [Abstract] | |
Schedule of business combination accounting is provisionally complete for all assets and liabilities | Acquisition of Reinhart TV AG/Zappware Fair Value of assets acquired Cash $ 3,086,212 Current assets $ 8,083,041 Right-of-use assets $ 2,537,789 Non-current assets $ 6,681,714 Total assets acquired $ 20,388,756 Fair Value of liabilities assumed Current liabilities $ 9,931,882 Lease liabilities $ 2,537,789 Non-current liabilities $ 302,815 Total liabilities assumed $ 12,772,486 Net assets acquired $ 7,616,270 Purchase consideration Cash $ 10,707,760 Fair value of total consideration transferred $ 10,707,760 Purchase Price Allocation Fair value of net assets acquired as of 6/23/2021 $ 7,616,270 Fair value of total consideration transferred $ 10,707,760 Goodwill arisen from acquiring Reinhart TV AG/Zappware $ 3,091,490 Acquisition of NextBank International, Inc. (7/21/21) Fair Value of assets acquired Cash $ 7,039,001 Current assets $ 7,584,013 Non-current assets $ 148,842 Net assets acquired $ 14,771,856 Fair Value of liabilities assumed Current liabilities $ 11,474,443 Non-current liabilities $ — Net liabilities assumed $ 11,474,443 Net assets acquired $ 3,297,413 Purchase consideration Cash $ 6,400,000 (1) Common stock (1,925,581 shares $2.50 per share) $ 4,813,953 Fair value of total consideration transferred $ 11,213,953 Purchase Price Allocation Fair value of net assets acquired as of 7/21/2021 $ 3,297,413 Fair value of total consideration transferred $ 11,213,953 Goodwill $ 7,916,540 Amount Goodwill increased $ 3,437,521 Net other assets decreased (188,479 ) Intangible assets decreased (1,748,702 ) Non-controlling interest increased $ (1,500,340 ) |
Schedule of shareholders agreement | Date right is triggered Percent of Required Purchase Price January 1, 2024 33 % 15 times EBITDA based on audited 2023 Reinhart financials January 1, 2025 66 % 15 times EBITDA based on audited 2024 Reinhart financials December 20, 2025, if the board of directors of Reinhart, together with a majority of the directors appointed by the Company, agree to sell Reinhart to a third party, but the Company and the Founder cannot agree on such sale, by such date 100 % Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials January 1, 2026 100 % Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related parties | Name of related parties Relationship with the Company Red Anchor Trading Corporation (“RATC”) A shareholder of the Company and controlled by a Co-CEO of the Company and a director of the Company Tree Roots Entertainment Group Company Limited (“TREG”) A significant shareholder of the Company Axion Ventures Inc. (“Axion”) An entity shareholding by a Co-CEO of the Company Axion Interactive Inc. (“AI”) A subsidiary of Axion HotNow (Thailand) Company Limited (“HotNow”) An entity controlled by a Co-CEO of the Company True Axion Interactive Company Limited (“TAI”) An entity shareholding by a Co-CEO of the Company Magnolia Quality Development Corporation Limited (“MQDC”) A significant shareholder of TREG, which is a significant shareholder of the Company Nithinan Boonyawattanapisut Co-CEO of the Company, and a shareholder of the Company, RATC, HotNow, Axion and TAI Immediate Family Member Immediate family member with executive officer of the Company |
Schedule of significant related party transactions | Payment of marketing expense: Immediate Family Member $ 234,200 Payment of consulting expense: Immediate Family Member $ 110,000 Payment of salary expense: Immediate Family Member $ 105,217 Purchase of intangible asset: HotNow (Thailand) Company Limited $ 955,934 Purchase of equipment: HotNow (Thailand) Company Limited $ 123,577 True Axion Interactive Company Limited $ 14,714 General and admin expense: HotNow (Thailand) Company Limited $ 23,540 Operating expense: HotNow (Thailand) Company Limited $ 212,085 Interest expense of loan from: Magnolia Quality Development Corporation Limited $ 41,622 Tree Roots Entertainment Group Company Limited $ 65,717 HotNow (Thailand) Company Limited 6,510 Rental expense: Tree Roots Entertainment Group Company Limited $ 61,724 HotNow (Thailand) Company Limited $ 12,625 Payment of contract cost: HotNow (Thailand) Company Limited $ 743,889 Short-term Loan from: Magnolia Quality Development Corporation Limited $ 493,633 Tree Roots Entertainment Group Co., Ltd $ 1,678,349 Repayment of Short-term Loan: Tree Roots Entertainment Group Co., Ltd $ 1,118,900 Interest expense of loan from: Magnolia Quality Development Corporation Limited $ 40,612 Tree Roots Entertainment Group Company Limited $ 22,706 Initial intangible assets for stock issuance: Red Anchor Trading Corporation $ 2,582,064 T&B Media Global (Thailand) Company Limited $ 618,009 Tree Roots Entertainment Group Co., Ltd $ 2,399,908 Cash receipt from issuance of ordinary shares: Red Anchor Trading Corporation $ 3,000,000 T&B Media Global (Thailand) Company Limited $ 500,000 Tree Roots Entertainment Group Co., Ltd $ 1,900,000 Dees Supreme Company Limited 600,000 Cash receipt from issuance of ordinary shares – non controlling interest: T&B Media Global (Thailand) Company Limited $ 6,311 Tree Roots Entertainment Group Co., Ltd $ 22,087 Dees Supreme Company Limited 3,155 Nithinan Boonyawattanapisut $ 631 Rental expense: Tree Roots Entertainment Group Co., Ltd $ 18,365 Payment of loan interest: Magnolia Quality Development Corporation Limited $ 37,287 Tree Roots Entertainment Group Co., Ltd $ 14,888 Payment of contract cost – Related party: Hotnow (Thailand) Company Limited $ 2,114,909 True Axion Interactive Company Limited $ 535,920 Payment of utilities expense: Hotnow (Thailand) Company Limited $ 6,342 |
Schedule of the company had the following related party balances | Nature February 28, 2022 Amounts due from related parties: Hotnow (Thailand) Company Limited Other receivable $ 155,425 Total $ 155,425 Amounts due to related parties: Magnolia Quality Development Corporation Limited Accrued interest expense $ 3,169 Tree Roots Entertainment Group Accrued interest expense 32,700 HotNow (Thailand) Company Limited Other liability 393 Red Anchor Trading Corporation Account payable 395,782 Total $ 432,044 Notes payable: Magnolia Quality Development Corporation Limited $ 459,024 Tree Roots Entertainment Group 306,016 Immediate Family Member 966,314 Total $ 1,731,354 Nature February 28, 2021 Amounts due to related parties: Magnolia Quality Development Corporation Limited Accrued interest expense $ 3,408 Tree Roots Entertainment Group Company Limited Other payable 4,523 Accrued interest expense 4,005 Accrued expense 18,824 Monaker (prior to merging) Advance 7,500 Total $ 38,260 Notes payable: Magnolia Quality Development Corporation Limited $ 493,632 Tree Roots Entertainment Group Company Limited 559,450 Total $ 1,053,082 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets, both acquired and developed, including accumulated amortization | Useful Life Cost Impairment Accumulated Net Carrying Software development costs 3.0 - 5.0 years $ 10,828,889 $ 1,415,746 $ 2,764,643 $ 6,648,500 Trademark & License 6.0 - 20.0 years 6,048,213 — 1,178,331 4,869,882 Others 1.0 - 3.0 years 2,211,851 — 1,105,237 1,106,614 CIP – Software development — 5,036,680 — — 5,036,680 $ 24,125,633 $ 1,415,746 $ 5,048,211 $ 17,661,676 |
Schedule of carrying value of definite-lived intangible assets | As of February 28, 2022 Amortization Expense 2022 $ 4,264,343 2023 5,903,837 2024 5,564,215 2025 1,929,281 2026 — $ 17,661,676 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Description As of February 28, As of Streeterville Capital, LLC $ 4,053,737 $ — ING Belgium 2,475,779 — Business Brokers, LLC 725,000 — Belfius bank 346,991 — Others 326,312 — Total 7,927,819 — Less: (315,265 ) Line of Credit and Notes Payable, net 7,612,554 — Less: Current portion of Line of Credit and Notes Payable (7,341,745 ) — Line of Credit and Notes Payable Long Term, net $ 270,809 $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants outstanding | Warrant Weighted Outstanding, February 28, 2021 3,045,921 $ 2.50 Warrants granted 161,900 $ 4.59 Warrants exercised/forfeited/expired (225,400 ) $ 4.61 Outstanding, June 30, 2021 – Reverse acquisition date 2,982,421 $ 2.45 Warrants granted 14,402,408 $ 1.97 Warrants exercised/forfeited/expired (2,411,250 ) $ 2.06 Outstanding, February 28, 2022 14,811,679 $ 2.05 Common stock issuable upon exercise of warrants 14,811,679 $ 2.05 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Commitments and Contingencies [Abstract] | |
Schedule of represents obligations and commitments | Current Long Term FYE 2023 FYE 2024 Totals Office Leases $ 611,168 $ 3,091,132 $ 3,702,300 Car Leases 325,524 244,143 569,667 Insurance and Other 140,472 7,200 147,672 Totals $ 1,077,164 $ 3,342,475 $ 4,419,639 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segments | For the year ended February 28, 2022 NextMedia NextFinTech NextTrip Total Revenue 6,466,498 1,581,421 155,407 $ 8,203,326 Cost of Revenue 1,718,286 490,911 137,170 2,346,367 Gross Profit 4,748,212 1,090,510 18,237 $ 5,856,959 For the period ended February 28, 2021* NextMedia NextFinTech NextTrip Total Revenue — — — $ — Cost of Revenue — — — — Gross Profit — — — $ — |
Schedule of geographic information | Revenue For year February 28, For period February 28, United States and Puerto Rico $ 1,736,828 $ — Europe 6,466,498 — Thailand — — $ 8,203,326 $ — Long-lived Assets February 28, February 28, United States and Puerto Rico $ 44,128,496 $ — Europe 11,913,658 — Thailand 9,951,343 7,785,396 $ 65,993,497 $ 7,785,396 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that were measured at fair value | As of February 28, 2022 Level 1 Level 2 Level 3 Total Financial assets Cash — 6,618,951 6,618,951 Short Term Investment — — 304,509 304,509 Accounts Receivable — — 766,793 766,793 Loans receivable — — 17,355,163 17,355,163 Unbilled receivable — — 3,277,408 3,277,408 Other Receivable — — 343,681 343,681 Other Receivable, related party — — 155,425 155,425 Advance for investment — — 3,227,117 3,227,117 Investments in unconsolidated affiliates 14,980 — — 14,980 Convertible Notes Receivable, related Party — — 4,594,214 4,594,214 Operating lease right-of-use asset — — 3,962,596 3,962,596 Security Deposits — — 264,373 264,373 Financial liabilities Line of Credit and Notes Payable, net — — 7,612,554 7,612,554 Accounts payable & accrued Expense — — 8,595,064 8,595,064 Other current liabilities — — 392,684 392,684 Operating lease liability — — 3,829,750 3,829,750 Other liabilities — — 7,608,279 7,608,279 Note payable long term, related parties — — 1,731,354 1,731,354 Other long term liability — — 34,847 34,847 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of the provision for income taxes | 2022 2021 Current $ 16,876 $ — Deferred — — $ 16,876 $ — |
Schedule of components of deferred income tax assets and liabilities | 2022 2021 Net operating loss carry-forwards $ 21,642,536 $ 16,856,859 Impairment loss 1,580,367 — Investment valuation 606,940 — Other 5,735 581,529 Total deferred assets $ 23,835,578 $ 17,438,388 Valuation allowance (23,835,578 ) (17,438,388 ) $ — $ — |
Schedule of effective tax rates | 2022 2021 Statutory Federal income tax rate -21.0 % -21.0 % State taxes, net of Federal -4.5 % -4.5 % Permanent difference -1.0 % -1.0 % Change in valuation allowance 26.5 % 26.5 % 0 % 0 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per-share | Net Loss attributable to common (Numerator) Weighted Average Shares (Denominator) Per Share Amount For the year ended February 28, 2022: Basic earnings $ (37,972,770 ) 94,513,747 $ (0.40 ) Effect of dilutive securities — — — Dilutive earnings $ (37,972,770 ) 94,513,747 $ (0.40 ) For the period from March 6, 2020 (date of inception) to February 28, 2021: Basic earnings $ (1,200,309 ) 62,400,000 $ (0.02 ) Effect of dilutive securities — — — Dilutive earnings $ (1,200,309 ) 62,400,000 $ (0.02 ) |
Summary of Business Operation_3
Summary of Business Operations and Significant Accounting Policies (Details) | 1 Months Ended | 12 Months Ended | ||||
Nov. 16, 2021USD ($) | Nov. 16, 2021MYR (RM) | Jul. 23, 2020shares | Feb. 28, 2022shares | Oct. 22, 2021USD ($) | Jun. 23, 2021 | |
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||
Annual license fee (in Dollars) | $ | $ 15,000 | $ 1,665,000 | ||||
Paid the capital amount | $ 2,390,000 | RM 10 | ||||
Shares issued (in Shares) | shares | 52,000,000 | 52,000,000 | ||||
Reverse merger acquisition percentage | 100.00% | |||||
Computer Equipment [Member] | Minimum [Member] | ||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life | 3 years | |||||
Computer Equipment [Member] | Maximum [Member] | ||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life | 5 years | |||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life | 5 years | |||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life | 10 years | |||||
Reinhart [Member] | ||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||
Percentage acquired | 51.00% | |||||
Reinhart [Member] | Zappware [Member] | ||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||
Ownership percentage | 100.00% |
Summary of Business Operation_4
Summary of Business Operations and Significant Accounting Policies (Details) - Schedule of reverse acquisition - Reverse Acquisition of HotPlay Enterprise Ltd. [Member] | 12 Months Ended |
Feb. 28, 2022USD ($)$ / shares | |
Fair Value of Monaker assets acquired | |
Cash | $ 7,837,802 |
Current assets | 25,568,584 |
Non-current assets | 23,078,256 |
Net assets acquired | 56,484,642 |
Fair Value of Monaker liabilities assumed | |
Current liabilities | 32,482,319 |
Non-current liabilities | 5,420,131 |
Net liabilities assumed | 37,902,450 |
Net assets acquired | 18,582,192 |
Purchase consideration | |
Number of Monaker common shares outstanding as of 6/30/2021 | $ 23,854,203 |
Monaker share price as of 6/30/2021 (in Dollars per share) | $ / shares | $ 2.24 |
Preliminary estimate of fair value of common shares | $ 53,433,415 |
Fair value of total estimated consideration transferred | 53,433,415 |
Purchase Price Allocation | |
Fair value of Monaker net assets acquired as of 6/30/2021 | 18,582,192 |
Fair value of total estimated consideration transferred | 53,433,415 |
Goodwill | $ 34,851,223 |
Summary of Business Operation_5
Summary of Business Operations and Significant Accounting Policies (Details) - Schedule of impact on share capital and additional paid-in capital - Preferred B [Member] | Feb. 28, 2021shares | |
Summary of Business Operations and Significant Accounting Policies (Details) - Schedule of impact on share capital and additional paid-in capital [Line Items] | ||
Before Recasting | 144,000 | |
Reduction in share capital | (24,000) | |
Total Before Recasting | 120,000 | |
Adjustment for recasting | 62,280,000 | |
After Recasting | 62,400,000 | [1] |
[1] | The recasted common stock represented cash and intangible assets contributed as equity from HotPlay. |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Mar. 04, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Going Concern (Details) [Line Items] | ||||
Accumulated deficit | $ 39.2 | $ 1.2 | ||
Working capital | 6.3 | |||
Monthly cash requirement | 1.5 | |||
Deferred revenue | $ 2.1 | |||
Subsequent Event [Member] | ||||
Going Concern (Details) [Line Items] | ||||
Aggregate gross offering price | $ 20 | $ 20 |
Notable Financial Information_2
Notable Financial Information (Details) - USD ($) | 12 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Nov. 23, 2020 | |
Notable Financial Information (Details) [Line Items] | |||
Short-term deposits | $ 300,000 | ||
Interest rate | 0.05% | ||
Investment interest amount | 0 | ||
Accounts receivable | $ 800,000 | 0 | |
Allowance for expected credit loss | 0 | 0 | |
Loans receivable | 17,400,000 | 0 | |
Allowance for loan losses | 0 | 100,000 | |
Loan | 40,000 | ||
Unbilled receivables | 3,277,408 | ||
Allowance for expected credit los | 3,100,000 | 0 | |
Prepaid expenses | 1,000,000 | 10,000 | |
Other current assets | 10,000 | 200,000 | |
Goodwill | 38,900,000 | 0 | |
Impairment of goodwill | 10,200,000 | ||
Impairment of goodwill | 10,168,105 | ||
Depreciation expense | 200,000 | 1,000 | |
Operating Lease, Right-of-Use Asset | $ 3,962,596 | 0 | |
Operating Lease, Liability | 0 | ||
Lease calculation percentage | 10.00% | ||
Accounts payable | $ 4,500,000 | 80,000 | |
Accrued expenses | 4,100,000 | 300,000 | |
Deferred revenue | 2,100,000 | 0 | |
Short term note payable – related party | $ 800,000 | 1,100,000 | |
Interest rate | 10.00% | 10.00% | |
Other Notes Payable, Noncurrent | $ 1,000,000 | 0 | |
Unbilled Receivables [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Unbilled receivables | 3,300,000 | 0 | |
Allowance for expected credit los | $ 0 | $ 0 | |
Minimum [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Interest rate | 5.50% | ||
Customer deposits interest rate | 0.00% | ||
Interest rate | 9.00% | 9.00% | |
Maximum [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Interest rate | 17.90% | ||
Customer deposits interest rate | 4.00% | ||
Interest rate | 9.75% | 9.75% | |
Computer, Furniture and Equipment [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Net property and equipment | $ 600,000 | ||
Furniture and Equipment [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Net property and equipment | $ 30,000 | ||
HotPlay [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Goodwill increased in amount | 34,800,000 | ||
Longroot [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Goodwill increased in amount | 3,000,000 | ||
NextBank [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Goodwill increased in amount | 7,900,000 | ||
Customer demand deposits payable | 7,600,000 | 0 | |
Zappware [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Goodwill increased in amount | 3,000,000 | ||
NextTrip [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Goodwill | 5,200,000 | ||
Impairment of goodwill | 5,200,000 | ||
NextFintech [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Goodwill | 23,700,000 | ||
NextMedia [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Goodwill | 20,200,000 | ||
Impairment of goodwill | 5,000,000 | ||
Axion [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Allowance for expected credit los | 4,600,000 | $ 3,000,000 | |
NextMedia [Member] | NextTrip [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Impairment of goodwill | $ 10,200,000 | ||
Note Payable [Member] | |||
Notable Financial Information (Details) [Line Items] | |||
Interest rate | 12.00% |
Notable Financial Information_3
Notable Financial Information (Details) - Schedule of represents outstanding balance of operating lease right-to-use asset and operating lease liability - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Notable Financial Information (Details) - Schedule of represents outstanding balance of operating lease right-to-use asset and operating lease liability [Line Items] | ||
Right-to-Use asset, costs | $ 4,507,181 | |
Accumulated depreciation | 544,584 | |
Net Carrying Value | 3,962,596 | $ 0 |
Current portion | 711,803 | |
Noncurrent portion | 3,117,947 | |
Totals | 3,829,750 | |
Office [Member] | ||
Notable Financial Information (Details) - Schedule of represents outstanding balance of operating lease right-to-use asset and operating lease liability [Line Items] | ||
Right-to-Use asset, costs | 3,771,702 | |
Accumulated depreciation | 352,590 | |
Net Carrying Value | 3,419,112 | |
Current portion | 460,815 | |
Noncurrent portion | 2,833,726 | |
Totals | 3,294,541 | |
Car [Member] | ||
Notable Financial Information (Details) - Schedule of represents outstanding balance of operating lease right-to-use asset and operating lease liability [Line Items] | ||
Right-to-Use asset, costs | 735,479 | |
Accumulated depreciation | 191,994 | |
Net Carrying Value | 543,484 | |
Current portion | 250,988 | |
Noncurrent portion | 284,221 | |
Totals | $ 535,209 |
Notable Financial Information_4
Notable Financial Information (Details) - Schedule of disaggregation of revenue - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
NextMedia | ||
Total revenue | $ 6,466,498 | |
NextFintech | ||
Total revenue | 1,581,421 | |
NextTrip | ||
Total revenue | 8,203,326 | |
Media subscription Sales of third-party software [Member] | ||
NextMedia | ||
Total revenue | 1,992,495 | |
Media subscription Initial activation of license [Member] | ||
NextMedia | ||
Total revenue | 184,013 | |
Media subscription Activation of license [Member] | ||
NextMedia | ||
Total revenue | 1,303,601 | |
Software maintenance services [Member] | ||
NextMedia | ||
Total revenue | 982,942 | |
Product development revenue [Member] | ||
NextMedia | ||
Total revenue | 2,003,447 | |
Interest income {Member] | ||
NextFintech | ||
Total revenue | 738,134 | |
Financial services {Member] | ||
NextFintech | ||
Total revenue | 843,287 | |
Travel services [Member] | ||
NextTrip | ||
Total revenue | $ 155,407 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details) | Sep. 22, 2021USD ($) | May 06, 2021shares | Apr. 01, 2021USD ($)shares | Jan. 15, 2021USD ($) | Jan. 15, 2021CHF (SFr) | Sep. 28, 2021USD ($)shares | Jul. 21, 2021$ / sharesshares | Mar. 31, 2021USD ($) | Nov. 16, 2020USD ($) | Feb. 28, 2022USD ($) |
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Legal fees | $ 15,000 | |||||||||
Founders cash | $ 10,700,000 | |||||||||
Outstanding voting description | The Shareholders’ Agreement provides: (i) that the board of directors of Reinhart will consist of five members, three of which will be appointed by the Founder and other shareholders of Reinhart, and two of which will be appointed by the Company, which include William Kerby, the Company’s Co-Chief Executive Officer, and Mark Vange, the Chief Technology Officer of HotPlay and current Chief Technology Officer of the Company; (ii) that any material shareholder matters are required to be approved by shareholders holding at least 66 2/3% of the total outstanding vote of Reinhart; (iii) that in the event Reinhart issues, within five years after the closing date, any equity or convertible equity, with a price less than the most recent valuation of Reinhart’s shares, the shares held by each director who is appointed by the Founder are subject to weighted average anti-dilution protection; and (iv) provides for various restrictions on transfers of shares of Reinhart, including right of first refusal rights, tag-along rights, and drag-along rights, as well as certain rights which would trigger the right of the other parties to the Shareholders’ Agreement to acquire the shares held by an applicable shareholder, for the higher of the fair market value and the nominal value of the shares (except in the case of (c) where the purchase price is the lower of such amounts), if such shareholder (a) commits a criminal act against the interests of another party, Reinhart or its affiliates; (b) breaches the Shareholders’ Agreement, and fails to cure such breach 20 days after notice thereof is provided; or (c) the employment of any employed shareholder is terminated for certain reasons. | |||||||||
Shareholders' agreement term | 10 years | |||||||||
Shareholders' agreement notice period for termination | 12 months | |||||||||
Payment of investment | $ 6,400,000 | |||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 2.5 | |||||||||
Acquired control percentage | 100.00% | |||||||||
Cash paid | $ 6,400,000 | |||||||||
Agreed to exchange restricted shares (in Shares) | shares | 5,070,000 | |||||||||
Exchanged common shares (in Shares) | shares | 10,140 | |||||||||
Aggregate face value | $ 10,140,000 | |||||||||
Goodwill amount | $ 3,437,521 | |||||||||
Reinhart [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Ownership percentage | 51.00% | 51.00% | ||||||||
Class A Common Stock [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Number of shares agreed to purchase (in Shares) | shares | 2,191,489 | |||||||||
Percentage of outstanding shares agreed to acquire | 57.16% | |||||||||
Restricted shares of common stock (in Shares) | shares | 1.168 | |||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 2.92 | |||||||||
Mr. Ronald Poe [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Annual salary | 120,000 | |||||||||
Mr. Robert Fiallo [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Annual base salary | $ 300,000 | |||||||||
Bonus percentage | 3.00% | |||||||||
Swiss Francs [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Consideration | SFr | SFr 10,000,000 | |||||||||
Legal fees | SFr | 30,000 | |||||||||
Break-up fee | SFr | SFr 500,000 | |||||||||
Investment Agreement [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Consideration | $ 10,700,000 | |||||||||
Legal fees | 33,670 | |||||||||
Break-up fee | $ 560,000 | |||||||||
Preferred Stock Exchange Agreement [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Shares issued in exchange (in Shares) | shares | 1,950,000 | |||||||||
Preferred Stock Exchange Agreement [Member] | Series A Preferred Shares [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Shares issued in exchange (in Shares) | shares | 5,850 | |||||||||
Share Exchange Agreement [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Shares issued in exchange (in Shares) | shares | 1,926,750 | |||||||||
Share Exchange Agreement [Member] | Class A Common Stock [Member] | ||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||
Shares issued in exchange (in Shares) | shares | 1,648,614 | |||||||||
Percentage of shares exchanged | 42.94% |
Acquisitions and Dispositions_3
Acquisitions and Dispositions (Details) - Schedule of business combination accounting is provisionally complete for all assets and liabilities - USD ($) | 12 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | ||
Purchase consideration | |||
Goodwill | $ 38,946,419 | ||
Goodwill increased | 3,437,521 | ||
Net other assets decreased | (188,479) | ||
Intangible assets decreased | (1,748,702) | ||
Non-controlling interest increased | (1,500,340) | ||
Acquisition of Reinhart TV AG/Zappware [Member] | |||
Fair Value of assets acquired | |||
Cash | 3,086,212 | ||
Current assets | 8,083,041 | ||
Right-of-use assets | 2,537,789 | ||
Non-current assets | 6,681,714 | ||
Total assets acquired | 20,388,756 | ||
Fair Value of liabilities assumed | |||
Current liabilities | 9,931,882 | ||
Lease liabilities | 2,537,789 | ||
Non-current liabilities | 302,815 | ||
Total liabilities assumed | 12,772,486 | ||
Net assets acquired | 7,616,270 | ||
Purchase consideration | |||
Cash | 10,707,760 | ||
Fair value of total consideration transferred | 10,707,760 | ||
Fair value of net assets acquired | 7,616,270 | ||
Fair value of total consideration transferred | 10,707,760 | ||
Goodwill arisen from acquiring Reinhart TV AG/Zappware | 3,091,490 | ||
Acquisition of NextBank International, Inc. [Member] | |||
Fair Value of assets acquired | |||
Cash | 7,039,001 | ||
Current assets | 7,584,013 | ||
Non-current assets | 148,842 | ||
Total assets acquired | 14,771,856 | ||
Fair Value of liabilities assumed | |||
Current liabilities | 11,474,443 | ||
Non-current liabilities | |||
Total liabilities assumed | 11,474,443 | ||
Net assets acquired | 3,297,413 | ||
Purchase consideration | |||
Cash | [1] | 6,400,000 | |
Common stock (1,925,581 shares @ $2.50 per share) | 4,813,953 | ||
Fair value of total consideration transferred | 11,213,953 | ||
Fair value of net assets acquired | 3,297,413 | ||
Fair value of total consideration transferred | 11,213,953 | ||
Goodwill | $ 7,916,540 | ||
[1] | The $6.4 million of cash was paid by NextPlay prior to the closing of the Reverse Acquisition and is not presented on the Company’s consolidated statement of cash flows. |
Acquisitions and Dispositions_4
Acquisitions and Dispositions (Details) - Schedule of business combination accounting is provisionally complete for all assets and liabilities (Parentheticals) - Acquisition of NextBank International, Inc. [Member] | Feb. 28, 2022$ / sharesshares |
Business Acquisition [Line Items] | |
Common stock shares | shares | 1,925,581 |
Common stock per share | $ / shares | $ 2.5 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement | 12 Months Ended |
Feb. 28, 2022 | |
Right 1 [Member] | |
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement [Line Items] | |
Date right is triggered | January 1, 2024 |
Percent of Founder’s Shares eligible to be sold | 33.00% |
Required Purchase Price | 15 times EBITDA based on audited 2023 Reinhart financials |
Right 2 [Member] | |
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement [Line Items] | |
Date right is triggered | January 1, 2025 |
Percent of Founder’s Shares eligible to be sold | 66.00% |
Required Purchase Price | 15 times EBITDA based on audited 2024 Reinhart financials |
Right 3 [Member] | |
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement [Line Items] | |
Date right is triggered | December 20, 2025, if the board of directors of Reinhart, together with a majority of the directors appointed by the Company, agree to sell Reinhart to a third party, but the Company and the Founder cannot agree on such sale, by such date |
Percent of Founder’s Shares eligible to be sold | 100.00% |
Required Purchase Price | Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials |
Right 4 [Member] | |
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement [Line Items] | |
Date right is triggered | January 1, 2026 |
Percent of Founder’s Shares eligible to be sold | 100.00% |
Required Purchase Price | Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, ฿ in Millions | Jun. 30, 2021USD ($) | Jun. 07, 2021USD ($) | Jun. 07, 2021THB (฿) | Apr. 08, 2021USD ($)shares | Apr. 07, 2021USD ($) | Sep. 16, 2021 | Aug. 27, 2021USD ($) | May 31, 2021USD ($) | May 31, 2021THB (฿) | Mar. 31, 2021USD ($) | Mar. 31, 2021THB (฿) | Feb. 28, 2022USD ($)$ / sharesshares | May 26, 2021USD ($) | Apr. 30, 2021USD ($) | Apr. 30, 2021THB (฿) | Mar. 24, 2021USD ($) | Mar. 24, 2021THB (฿) | Nov. 23, 2020 | Jun. 30, 2020USD ($) | Jun. 30, 2020THB (฿) |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate price | $ 624,000 | ฿ 19.5 | ||||||||||||||||||
Value added tax rate | 7.00% | 7.00% | ||||||||||||||||||
Asset purchase amount | $ 474,467 | ฿ 14.5 | ||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||
Accrued interest | $ 417,012 | |||||||||||||||||||
Outstanding balance | $ 725,000 | |||||||||||||||||||
Management compensation description | (b)compensation of 5,000 shares of Company common stock per year, if they are the chairperson of any committee of the board of directors; and(c)compensation of 10,000 shares of Company common stock per year, to the Chairman of the Board (collectively, the “Board Compensation Terms”); provided that all shares due to the directors serving as of March 1, 2021, for the fiscal year ending February 28, 2022, were issued up front and were fully-vested/earned on the date of grant, instead of vesting over time, as previously awarded. | |||||||||||||||||||
Aggregate shares of common stock (in Shares) | shares | 108,360,020 | |||||||||||||||||||
Board of directors description | the board of directors of the Company, consistent with the employment agreement of Mr. William Kerby, the Co-Chief Executive Officer of the Company, which provides for Mr. Kerby to receive a base salary of $400,000 per year, and an annual bonus, payable at the discretion of the board of directors, of up to 100% of his base salary (50% based on meeting short term goals and 50% based on meeting long-term goals), and other bonuses which may be granted from time to time in the discretion of the board of directors, agreed to award Mr. Kerby a discretionary bonus for fiscal 2021 of $400,000, which was payable in cash or shares of common stock, at Mr. Kerby’s option, under the Plan, with a price of $3.02 per share, the closing sales price of the Company’s common stock on the date the board of directors approved such bonus. On April 7, 2021, April 28, 2021, and May 16, 2021, Mr. Kerby elected to receive cash in connection with the bonus of $100,000, $150,000, and $150,000, respectively. | |||||||||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 2.52 | |||||||||||||||||||
Compensation plan description | (b)additional compensation of $15,000 per year for chairpersons of each committee of the board of directors; and | |||||||||||||||||||
Total of compensation payable percentage | 70.00% | |||||||||||||||||||
Percentage of accrued paid in cash | 30.00% | |||||||||||||||||||
Consulting fee | $ 1,000 | |||||||||||||||||||
Amount of annual salary | $ 300,000 | |||||||||||||||||||
Agreement description | During the term of the agreement, Ms. Boonyawattanapisut is to receive (i) a base salary of $400,000 per year, which may be increased at any time at the discretion of the Compensation Committee of the board of directors of the Company without the need to amend the agreement; (ii) an annual bonus payable at the discretion of the Compensation Committee; (iii) other bonuses which may be granted/approved from time to time in the discretion of the Compensation Committee; (iv) $200,000 in cash and 25,000 shares of common stock issued as a sign-on bonus under the terms of the Plan; (v) up to four weeks of annual paid time off, which can be rolled-over year to year, or which in the discretion of Ms. Boonyawattanapisut, can be required to be paid in cash at the end of any year or the termination of the agreement; and (vi) a car allowance equal to an equivalent of $1,500 per month, during the term of the agreement. | |||||||||||||||||||
Licenses description | Any consideration received by Token IQ from such licenses will be split 50/50 between the Company and Token IQ. | |||||||||||||||||||
Purchase agreements, description | The shareholders’ meeting approved these IPP Agreements on January 28, 2022, and the acquisitions both closed on May 2, 2022, and pursuant to the terms of the respective Intellectual Property Purchase Agreements with FBP and TIQ, the Company issued FBP and TIQ 1,666,667 and 1,250,000 shares of Company common stock, respectively. | |||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Outstanding balance | $ 966,314 | |||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 3.02 | |||||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 3.02 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate shares of common stock (in Shares) | shares | 165,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Dividends arrears | $ 1,102,068 | |||||||||||||||||||
Series A Preferred Stock [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Accrued dividends | $ 430,889 | |||||||||||||||||||
Principal amount | 430,889 | |||||||||||||||||||
MI Partners [Member] | Series A Preferred Stock [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Accrued dividends | 585,425 | |||||||||||||||||||
Principal amount | 585,425 | |||||||||||||||||||
HotNow [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Advanced payment amount | $ 149,533 | ฿ 5 | ||||||||||||||||||
Agreement description | An entity controlled by a Co-CEO of the Company | |||||||||||||||||||
MQDC [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 480,000 | ฿ 15 | ||||||||||||||||||
Interest rate | 9.00% | 9.00% | ||||||||||||||||||
Accrued interest | $ 6,338 | |||||||||||||||||||
TREG [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 543,000 | ฿ 17 | ||||||||||||||||||
Interest rate | 9.75% | 9.75% | ||||||||||||||||||
Accrued interest | 4,578 | |||||||||||||||||||
HotPlay Thailand [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Repaid amount | $ 223,000 | ฿ 7 | ||||||||||||||||||
Mr. Kerby [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Cash was drawn | $ 50,000 | |||||||||||||||||||
Mr. Kerby [Member] | MI Partners [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Accrued dividends | $ 1,016,314 | |||||||||||||||||||
Fighter Base IPP Agreement [Member] | Intellectual Property [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Property acquired | $ 5,000,000 | |||||||||||||||||||
Weighted Average Number of Shares, Restricted Stock (in Shares) | shares | 1,666,667 | |||||||||||||||||||
Fighter Base IPP Agreement [Member] | Intellectual Property [Member] | Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 3 | |||||||||||||||||||
Token IQ IPP Agreement[Member] | Intellectual Property [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Property acquired | $ 5,000,000 | |||||||||||||||||||
Weighted Average Number of Shares, Restricted Stock (in Shares) | shares | 1,250,000 | |||||||||||||||||||
Token IQ IPP Agreement[Member] | Intellectual Property [Member] | Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 4 | |||||||||||||||||||
NextBank International [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Loan purchase | $ 705,000 | |||||||||||||||||||
Purchase price | $ 647,776 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related parties | 12 Months Ended |
Feb. 28, 2022 | |
Red Anchor Trading Corporation [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A shareholder of the Company and controlled by a Co-CEO of the Company and a director of the Company |
Tree Roots Entertainment Group Company Limited [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A significant shareholder of the Company |
Axion Ventures, Inc. [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | An entity shareholding by a Co-CEO of the Company |
Axion Interactive Inc. [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A subsidiary of Axion |
HotNow (Thailand) Company Limited [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | An entity controlled by a Co-CEO of the Company |
True Axion Interactive Company Limited [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | An entity shareholding by a Co-CEO of the Company |
Magnolia Quality Development Corporation Limited [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A significant shareholder of TREG, which is a significant shareholder of the Company |
Nithinan Boonyawattanapisut [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | Co-CEO of the Company, and a shareholder of the Company, RATC, HotNow, Axion and TAI |
Immediate Family Member [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | Immediate family member with executive officer of the Company |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of significant related party transactions | 12 Months Ended |
Feb. 28, 2022USD ($) | |
Payment of marketing expense [Member] | Immediate Family Member [Member] | |
Payment of marketing expense: | |
Related Party Costs | $ 234,200 |
Payment of consulting expense [Member] | Immediate Family Member [Member] | |
Payment of marketing expense: | |
Related Party Costs | 110,000 |
Payment of salary expense [Member] | Immediate Family Member [Member] | |
Payment of marketing expense: | |
Related Party Costs | 105,217 |
Purchase of intangible asset [Member] | HotNow (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 955,934 |
Purchase of equipment [Member] | HotNow (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 123,577 |
Purchase of equipment [Member] | True Axion Interactive Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 14,714 |
General and admin expense [Member] | HotNow (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 23,540 |
Operating Expense [Member] | HotNow (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 212,085 |
Interest expense of loan from [Member] | HotNow (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 6,510 |
Interest expense of loan from [Member] | Magnolia Quality Development Corporation Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 41,622 |
Interest expense of loan from [Member] | Tree Roots Entertainment Group Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 65,717 |
Rental expense [Member] | HotNow (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 12,625 |
Rental expense [Member] | Tree Roots Entertainment Group Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 61,724 |
Rental expense [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | |
Payment of marketing expense: | |
Related Party Costs | 18,365 |
Payment of contract cost [Member] | HotNow (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 743,889 |
Short-term Loan from [Member] | Magnolia Quality Development Corporation Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 493,633 |
Short-term Loan from [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | |
Payment of marketing expense: | |
Related Party Costs | 1,678,349 |
Repayment of Short-term Loan [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | |
Payment of marketing expense: | |
Related Party Costs | 1,118,900 |
Interest expense of loan from [Member] | Magnolia Quality Development Corporation Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 40,612 |
Interest expense of loan from [Member] | Tree Roots Entertainment Group Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 22,706 |
Initial intangible assets for stock issuance [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | |
Payment of marketing expense: | |
Related Party Costs | 2,399,908 |
Initial intangible assets for stock issuance [Member] | Red Anchor Trading Corporation [Member] | |
Payment of marketing expense: | |
Related Party Costs | 2,582,064 |
Initial intangible assets for stock issuance [Member] | T&B Media Global (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 618,009 |
Cash receipt from issuance of ordinary shares [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | |
Payment of marketing expense: | |
Related Party Costs | 1,900,000 |
Cash receipt from issuance of ordinary shares [Member] | Red Anchor Trading Corporation [Member] | |
Payment of marketing expense: | |
Related Party Costs | 3,000,000 |
Cash receipt from issuance of ordinary shares [Member] | T&B Media Global (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 500,000 |
Cash receipt from issuance of ordinary shares [Member] | Dees Supreme Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 600,000 |
Cash receipt from issuance of ordinary shares – non controlling interest [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | |
Payment of marketing expense: | |
Related Party Costs | 22,087 |
Cash receipt from issuance of ordinary shares – non controlling interest [Member] | T&B Media Global (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 6,311 |
Cash receipt from issuance of ordinary shares – non controlling interest [Member] | Dees Supreme Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 3,155 |
Cash receipt from issuance of ordinary shares – non controlling interest [Member] | Nithinan Boonyawattanapisut [Member] | |
Payment of marketing expense: | |
Related Party Costs | 631 |
Payment of loan interest [Member] | Magnolia Quality Development Corporation Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 37,287 |
Payment of loan interest [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | |
Payment of marketing expense: | |
Related Party Costs | 14,888 |
Payment of contract cost – Related party [Member] | HotNow (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 2,114,909 |
Payment of contract cost – Related party [Member] | True Axion Interactive Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | 535,920 |
Payment of utilities expense [Member] | HotNow (Thailand) Company Limited [Member] | |
Payment of marketing expense: | |
Related Party Costs | $ 6,342 |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of company had the following related party balances - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Amounts due from related parties: | ||
Total due from related parties | $ 155,425 | |
Amounts due to related parties: | ||
Accrued interest expense | $ 4,005 | |
Total due to related parties | 432,044 | 38,260 |
Notes payable: | ||
Notes payable | 1,731,354 | 1,053,082 |
Accrued expense | 18,824 | |
Monaker (prior to merging) | 7,500 | |
HotNow (Thailand) Company Limited [Member] | ||
Amounts due from related parties: | ||
Total due from related parties | 155,425 | |
Amounts due to related parties: | ||
Other liability | 393 | |
Magnolia Quality Development Corporation Limited [Member] | ||
Amounts due to related parties: | ||
Accrued interest expense | 3,169 | 3,408 |
Notes payable: | ||
Notes payable | 459,024 | 493,632 |
Tree Roots Entertainment Group [Member] | ||
Amounts due to related parties: | ||
Accrued interest expense | 32,700 | |
Notes payable: | ||
Notes payable | 306,016 | |
Red Anchor Trading Corporation [Member] | ||
Amounts due to related parties: | ||
Account payable | 395,782 | |
Immediate Family Member [Member] | ||
Notes payable: | ||
Notes payable | $ 966,314 | |
Tree Roots Entertainment Group Company Limited [Member] | ||
Amounts due to related parties: | ||
Other payable | 4,523 | |
Notes payable: | ||
Notes payable | $ 559,450 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Details) - USD ($) | Nov. 01, 2021 | Jun. 30, 2021 | Mar. 08, 2021 | Nov. 12, 2020 | Oct. 28, 2020 | Jan. 15, 2019 | Mar. 31, 2021 | Nov. 16, 2020 | Oct. 31, 2020 | Aug. 31, 2016 | Feb. 28, 2022 | Nov. 10, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Jul. 15, 2021 | Feb. 28, 2021 | Jul. 02, 2018 |
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Issued shares | 235,000 | ||||||||||||||||
Percentage of final payment due | 50.00% | ||||||||||||||||
Share price | $ 2.52 | ||||||||||||||||
Total cash payment | $ 937,117 | ||||||||||||||||
Recoverable amount | 937,117 | ||||||||||||||||
Consideration paid | $ 1,250,000 | ||||||||||||||||
Asset purchase agreement description | As consideration for the Go Game Assets and the receipt of the goPay License, the Company agreed to pay $5,000,000 (the “Purchase Price”) as follows: (i)A cash payment of $1,250,000 which was paid previously by the Company to Go Game/Seller following the execution of the Go Game SPA; (ii)A cash payment of $1,500,000 at closing by wire transfer of immediately available funds; and (iii)A cash payment of $2,250,000 which shall be payable monthly by the Company to Go Game with simple interest thereon at the rate of 12.0% per annum until March 31, 2023. | ||||||||||||||||
Net revenues percentage | 50.00% | ||||||||||||||||
capital stock of a bank holding | 100.00% | ||||||||||||||||
Non-refundable deposit | $ 1,000,000 | ||||||||||||||||
Individual party percentage | 24.90% | ||||||||||||||||
Balance amount | $ 1,000,000 | ||||||||||||||||
Restricted common stock | 72,000 | ||||||||||||||||
Restricted common stock value | $ 180,000 | ||||||||||||||||
Earned immediately shares value | $ 45,000 | ||||||||||||||||
Remaining shares | 6,000 | ||||||||||||||||
Revenue in excess of expenses | $ 180,000 | ||||||||||||||||
Agreed to Payment | 75,000 | ||||||||||||||||
Payment payable | $ 225,000 | ||||||||||||||||
Shares issued in exchange | 90,000 | ||||||||||||||||
Shares issued | 3,461 | ||||||||||||||||
Recruiter common stock | $ 8,722 | ||||||||||||||||
Loss on valuation | 2,400,000 | ||||||||||||||||
Investment | $ 4,415 | ||||||||||||||||
Number of warrants | 14,240,508 | 14,402,408 | |||||||||||||||
Recruiter.com Group [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Share price | $ 2.52 | ||||||||||||||||
Number of shares owned | 3,461 | 3,461 | |||||||||||||||
Shares issued | 4,856,825 | ||||||||||||||||
Number of shares sold | 68,083 | ||||||||||||||||
Gain on sale of shares | $ 28,028 | ||||||||||||||||
Axion [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Percentage of outstanding shares | 25.00% | ||||||||||||||||
Non-refundable deposit | $ 500,000 | ||||||||||||||||
Percentage of purchase price by shares | 25.00% | ||||||||||||||||
Percentage of final payment due | 50.00% | ||||||||||||||||
Percentage of discount on common stock | 20.00% | ||||||||||||||||
Share price | $ 2 | ||||||||||||||||
Ownership percentage | 33.85% | ||||||||||||||||
Percentage of outstanding shares exchanged | 33.85% | ||||||||||||||||
Axion [Member] | Minimum [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Share price | $ 2 | ||||||||||||||||
Axion [Member] | Maximum [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Share price | 3 | ||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Liquidation preference | $ 6,100,000 | ||||||||||||||||
Series B Preferred Stock [Member] | Axion [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Shares issued in exchange | 10,000,000 | ||||||||||||||||
Number of shares exchanged | 10,000,000 | 10,000,000 | |||||||||||||||
Number of shares issued upon conversion | 7,417,700 | ||||||||||||||||
Common Stock [Member] | Bettwork Industries Inc. [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Share price | $ 0.0003 | $ 0.75 | |||||||||||||||
Number of shares owned | 6,142,856 | 7,000,000 | |||||||||||||||
Secured convertible promissory note | $ 5,250,000 | ||||||||||||||||
Fair value | $ 1,843 | $ 5,250,000 | |||||||||||||||
Shares issued | 6,142,856 | ||||||||||||||||
Common Stock [Member] | Recruiter.com Group [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Number of shares owned | 3,461 | ||||||||||||||||
Fair value | $ 8,722 | ||||||||||||||||
Bonus share [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Restricted common stock | 50,000 | ||||||||||||||||
Axion Acquisition [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Number of shares to be acquired | 12,000,000 | ||||||||||||||||
Percentage of outstanding shares | 5.70% | ||||||||||||||||
Value of stock and cash | $ 2,000,000 | ||||||||||||||||
Axion Ventures, Inc. [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Ownership percentage to be acquired | 33.85% | ||||||||||||||||
Go Game Securities Purchase Agreement [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Ownership percentage to be acquired | 37.00% | ||||||||||||||||
Number of shares to be acquired | 686,868 | ||||||||||||||||
Cash | $ 5,000,000 | ||||||||||||||||
Payment for investment | $ 1,250,000 | ||||||||||||||||
Amount payable to acquire investment | $ 2,500,000 | $ 1,250,000 | |||||||||||||||
Go Game Securities Purchase Agreement [Member] | Series D Preferred Stock [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Number of shares to be paid for acquisition | 6,100,000 | ||||||||||||||||
Value of shares to be paid for acquisition | $ 6,100,000 | ||||||||||||||||
Liquidation preference | $ 6,100,000 | ||||||||||||||||
Go Game Securities Purchase Option [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Share price | $ 37.71 | ||||||||||||||||
Purchase of additional shares | 259,895 | ||||||||||||||||
Consideration due | $ 70,000,000 | ||||||||||||||||
call option price | $ 2.35 | ||||||||||||||||
Percentage of purchase price by deposit | 85.00% | ||||||||||||||||
Seller holds common stock shares | 2,000,000 | ||||||||||||||||
Go Game Securities Purchase Option [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Ownership percentage to be acquired | 14.00% | ||||||||||||||||
Go Game Securities Purchase Option and Initial Shares [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Ownership percentage to be acquired | 51.00% | ||||||||||||||||
Bank Holding Company [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Ownership percentage to be acquired | 100.00% | 100.00% | |||||||||||||||
Marketing and Stock Exchange Agreement [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Shares issued in exchange | 75,000 | ||||||||||||||||
Number of shares exchanged | 2,200 | ||||||||||||||||
Recruiter additional share issued | 75,000 | ||||||||||||||||
Recruiter and monaker exchanged | 2,200 | ||||||||||||||||
Marketing and Stock Exchange Agreement [Member] | Common Stock [Member] | Recruiter.com Group [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Number of shares exchanged | 139,273 | ||||||||||||||||
Axion Exchange Agreement [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Percentage of outstanding shares exchanged | 33.85% | ||||||||||||||||
Number of warrants | 1,914,250 | ||||||||||||||||
Axion Exchange Agreement [Member] | Business Combination [Member] | |||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | |||||||||||||||||
Voting percentage | 51.00% |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 30, 2021 | Mar. 08, 2021 | Nov. 12, 2020 | Nov. 16, 2020 | Feb. 28, 2022 | Nov. 01, 2021 | Sep. 01, 2021 |
Notes Receivable (Details) [Line Items] | |||||||
Shares issued in exchange | 90,000 | ||||||
Number of warrants | 14,402,408 | 14,240,508 | |||||
Warrant exercise price (in Dollars per share) | $ 2.05 | $ 1.97 | |||||
Principal amounted (in Dollars) | $ 3.1 | ||||||
Accrued interest receivable amount (in Dollars) | 0.2 | ||||||
Axion [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Amount of debt exchanged (in Dollars) | $ 7.7 | $ 7.7 | |||||
Percentage of outstanding shares exchanged | 33.85% | ||||||
Filed claim amount (in Dollars) | $ 7.7 | ||||||
Axion [Member] | Series B Preferred Stock [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Shares issued in exchange | 10,000,000 | ||||||
Number of shares converted | 10,000,000 | 10,000,000 | |||||
Number of shares issued upon conversion | 7,417,700 | ||||||
Axion [Member] | Series C Preferred Stock [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Number of shares exchanged for debt | 3,828,500 | ||||||
Number of shares converted | 3,828,500 | ||||||
Number of shares issued upon conversion | 3,828,500 | ||||||
Creditor Warrants [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Number of warrants | 1,914,250 | ||||||
Warrant exercise price (in Dollars per share) | $ 2 | ||||||
Warrants term | 2 years | ||||||
Creditor Warrants [Member] | Axion [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Ownership percentage to trigger warrant vesting | 51.00% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Intangible Assets (Details) [Line Items] | ||
Recoverable amount | $ 937,117 | |
Amortization of debt issuance costs | $ 3,900,000 | $ 500,000 |
Estimate on amortization expense | 5 years | |
Minimum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Estimated useful lives | 1 year | |
Maximum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Estimated useful lives | 20 years | |
Software Development [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Recoverable amount | $ 1,400,000 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization | 12 Months Ended |
Feb. 28, 2022USD ($) | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | $ 24,125,633 |
Impairment | 1,415,746 |
Accumulated Amortization | 5,048,211 |
Net Carrying Value | 17,661,676 |
Software development costs [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | 10,828,889 |
Impairment | 1,415,746 |
Accumulated Amortization | 2,764,643 |
Net Carrying Value | $ 6,648,500 |
Software development costs [Member] | Minimum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 3 years |
Software development costs [Member] | Maximum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 5 years |
Trademark & License [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | $ 6,048,213 |
Impairment | |
Accumulated Amortization | 1,178,331 |
Net Carrying Value | $ 4,869,882 |
Trademark & License [Member] | Minimum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 6 years |
Trademark & License [Member] | Maximum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 20 years |
Others [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | $ 2,211,851 |
Impairment | |
Accumulated Amortization | 1,105,237 |
Net Carrying Value | $ 1,106,614 |
Others [Member] | Minimum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 1 year |
Others [Member] | Maximum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 3 years |
CIP – Software development [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | $ 5,036,680 |
Impairment | |
Accumulated Amortization | |
Net Carrying Value | $ 5,036,680 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of carrying value of definite-lived intangible assets | Feb. 28, 2022USD ($) |
Schedule of carrying value of definite-lived intangible assets [Abstract] | |
2022 | $ 4,264,343 |
2023 | 5,903,837 |
2024 | 5,564,215 |
2025 | 1,929,281 |
2026 | |
Total | $ 17,661,676 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Nov. 04, 2021 | Nov. 03, 2021 | Nov. 01, 2021 | Sep. 22, 2021 | Sep. 02, 2021 | Jul. 21, 2021 | Jun. 30, 2021 | Jun. 22, 2021 | May 26, 2021 | Mar. 22, 2021 | Jan. 08, 2021 | Nov. 23, 2020 | Sep. 02, 2020 | Oct. 31, 2021 | Oct. 22, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Nov. 30, 2020 | Jul. 21, 2020 | Nov. 30, 2021 | Feb. 28, 2022 | Nov. 23, 2021 | Nov. 16, 2021 | Jun. 01, 2021 | Feb. 28, 2021 |
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 1,500,000 | ||||||||||||||||||||||||
Debt issuance costs | $ 370,000 | ||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||||||
Maturity term | 12 months | ||||||||||||||||||||||||
Exceed amount | $ 800,000 | ||||||||||||||||||||||||
Investor amount | $ 1,250,000 | ||||||||||||||||||||||||
Percentage added to note if redemption is not paid | 25.00% | ||||||||||||||||||||||||
Percentage increases by upon occurrence | 0.02 | ||||||||||||||||||||||||
Percentage of prepayment penalty | 10.00% | ||||||||||||||||||||||||
Gross proceed percentage | 20.00% | ||||||||||||||||||||||||
Percentage increases upon occurrence | 30.00% | ||||||||||||||||||||||||
Note increase percentage upon failure to pay equity payment | 10.00% | ||||||||||||||||||||||||
Equity investments | $ 15,000,000 | ||||||||||||||||||||||||
Note increase percentage upon funding right not exercised | 3.00% | ||||||||||||||||||||||||
Note increase percentage upon failure to comply with right of first refusal | 10.00% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 15.00% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 5.00% | ||||||||||||||||||||||||
Note increase maximum aggregate percentage for defaults | 30.00% | ||||||||||||||||||||||||
Discount issued | $ 150,000 | ||||||||||||||||||||||||
Additional capitalized outstanding balance | $ 725,000 | ||||||||||||||||||||||||
Principal balance amount | $ 10,247,676 | ||||||||||||||||||||||||
Accrued interest | 417,012 | ||||||||||||||||||||||||
Accumulated unamortized debt issuance | $ 1,554,924 | ||||||||||||||||||||||||
Principal amount | 1,665,000 | $ 15,000 | |||||||||||||||||||||||
Consideration amount | 1,500,000 | ||||||||||||||||||||||||
Professional fees and transaction expenses | 15,000 | ||||||||||||||||||||||||
Assets | 0.10 | 99,753,493 | $ 11,466,062 | ||||||||||||||||||||||
Accrue interest rate | 18.00% | ||||||||||||||||||||||||
Gross proceeds | $ 30,000,000 | ||||||||||||||||||||||||
Loan | $ 12,000,000 | ||||||||||||||||||||||||
Loan carried interest, percentage | 5.00% | ||||||||||||||||||||||||
Warrants to purchase shares (in Shares) | 322,000 | ||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2 | ||||||||||||||||||||||||
Principal amount | $ 900,000 | ||||||||||||||||||||||||
Legal fees | $ 15,000 | ||||||||||||||||||||||||
Note equity payment | 225,000 | ||||||||||||||||||||||||
Redemption premium percentage | 25.00% | ||||||||||||||||||||||||
Amount due, Percentage | 125.00% | ||||||||||||||||||||||||
First installment paid | $ 225,000 | ||||||||||||||||||||||||
Remaining balance paid off | $ 675,000 | ||||||||||||||||||||||||
Interest rate per annum | 1.80% | ||||||||||||||||||||||||
Outstanding loan | $ 2,500,000 | ||||||||||||||||||||||||
Credit facility | $ 725,000 | ||||||||||||||||||||||||
Interest rate | 14.05% | ||||||||||||||||||||||||
Outstanding balance | $ 725,000 | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Interest rate | 9.00% | 9.00% | |||||||||||||||||||||||
Loan carried interest, percentage | 0.65% | ||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Interest rate | 9.75% | 9.75% | |||||||||||||||||||||||
Loan carried interest, percentage | 1.88% | ||||||||||||||||||||||||
Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal balance amount | 4,053,737 | ||||||||||||||||||||||||
Accrued interest | 653,587 | ||||||||||||||||||||||||
Accumulated unamortized debt issuance | $ 315,265 | ||||||||||||||||||||||||
Amount paid off | 3,100,807 | ||||||||||||||||||||||||
Outstanding balance paid | $ 6,000,000 | ||||||||||||||||||||||||
Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Gross proceed percentage | 20.00% | ||||||||||||||||||||||||
Percentage increases upon occurrence | 30.00% | ||||||||||||||||||||||||
Note increase percentage upon failure to pay equity payment | 10.00% | ||||||||||||||||||||||||
Accrued and unpaid interest | 25.00% | ||||||||||||||||||||||||
Cash or debt throught equity investments | $ 15,000,000 | ||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
HotPlay convertible notes, Description | On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, on November 24, 2020, on around December 28, 2020 and on and around January 6, 2021, HotPlay advanced NextPlay Technologies, Inc. $300,000, $700,000, $1,000,000, $400,000, $100,000, $450,000, and $50,000 respectively, under the terms of the HotPlay Exchange Agreement. The advances were evidenced by convertible promissory notes (“HotPlay Convertible Notes”) in the amount of each advance, and an effective date as of the date of each advance. The HotPlay Convertible Notes totaled $3.0 million as of February 28, 2021. | ||||||||||||||||||||||||
Loan agreement with ING [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Interest rate per annum | 1.30% | ||||||||||||||||||||||||
Loan agreement with Belfius bank [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Outstanding balance | $ 300,000 | ||||||||||||||||||||||||
November 2020 Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 5,520,000 | ||||||||||||||||||||||||
Initial cash purchase price | 3,500,000 | ||||||||||||||||||||||||
Promissory note amount | 1,500,000 | ||||||||||||||||||||||||
Debt issuance costs | 370,000 | ||||||||||||||||||||||||
Total amount due | 3,870,000 | ||||||||||||||||||||||||
Advisory fees | 245,000 | ||||||||||||||||||||||||
Net proceeds | $ 3,255,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Maturity term | 6 months | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Gross proceeds, Percentage | 20.00% | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||
Percentage added to note if redemption is not paid | 25.00% | ||||||||||||||||||||||||
Percentage increases by upon occurrence | 0.02 | ||||||||||||||||||||||||
Percentage of prepayment penalty | 10.00% | ||||||||||||||||||||||||
Debt discount earned | $ 700,000 | ||||||||||||||||||||||||
Discount not fully earned | 150,000 | ||||||||||||||||||||||||
Maximum debt redemption amount | $ 2,125,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | March 2021 Investor Note [Member] | Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Gross proceed percentage | 20.00% | ||||||||||||||||||||||||
Required equity payment | $ 1,857,250 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | Promissory Note [Member] | Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Note increase percentage upon funding right not exercised | 3.00% | ||||||||||||||||||||||||
Note increase percentage upon failure to comply with right of first refusal | 10.00% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 15.00% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 5.00% | ||||||||||||||||||||||||
Note increase maximum aggregate percentage for defaults | 30.00% | ||||||||||||||||||||||||
Note increase deferred percentage | 50.00% | ||||||||||||||||||||||||
Additional capitalized outstanding balance | $ 506,085 | ||||||||||||||||||||||||
Note increase balance | $ 506,085 | ||||||||||||||||||||||||
Exchanged amount | $ 600,000 | ||||||||||||||||||||||||
Redemption requested amount | $ 1,250,000 | ||||||||||||||||||||||||
Shares issued (in Shares) | 300,000 | ||||||||||||||||||||||||
Exchanged owed amount | $ 400,000 | ||||||||||||||||||||||||
Common stock shares (in Shares) | 200,000 | ||||||||||||||||||||||||
Exchange agreement, Description | On September 1, 2021, the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $270,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 135,000 shares of the Company’s common stock. | ||||||||||||||||||||||||
Current outstanding, Percentage | 25.00% | ||||||||||||||||||||||||
Accrue interest rate | 22.00% | ||||||||||||||||||||||||
Gross proceeds | $ 30,000,000 | ||||||||||||||||||||||||
Gross proceeds, Percentage | 20.00% | ||||||||||||||||||||||||
Amount received in maturity days | 10 | ||||||||||||||||||||||||
November 2020 Streeterville Note [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Current outstanding percentage | 25.00% | ||||||||||||||||||||||||
November 2020 Investor Note [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 1,500,000 | ||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||
March 2021 Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | 9,370,000 | ||||||||||||||||||||||||
Promissory note amount | 1,500,000 | ||||||||||||||||||||||||
Cash | 7,000,000 | ||||||||||||||||||||||||
Discount issued | 850,000 | ||||||||||||||||||||||||
Transaction expenses | $ 20,000 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | $ 7,927,819 | |
Less: Debt issuance cost | (315,265) | |
Line of Credit and Notes Payable, net | 7,612,554 | |
Less: Current portion of Line of Credit and Notes Payable | (7,341,745) | |
Line of Credit and Notes Payable Long Term, net | 270,809 | |
Streeterville Capital LLC [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | 4,053,737 | |
ING Belgium [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | 2,475,779 | |
Business Brokers, LLC [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | 725,000 | |
Belfius bank [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | 346,991 | |
Others [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | $ 326,312 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Nov. 01, 2021$ / shares$ / ft²shares | Feb. 28, 2022USD ($)$ / sharesshares | Feb. 28, 2021USD ($)$ / sharesshares | Jul. 15, 2021USD ($)$ / sharesshares | Apr. 08, 2021shares |
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.01 | ||||
Liquidation preference per share (in Dollars per share) | $ / shares | $ 1 | ||||
Common stock closing sales price (in Dollars) | $ | $ 2.28 | ||||
Issued initial payment (in Dollars) | $ | 1,084 | $ 624 | |||
Aggregate shares | 18,987,342 | ||||
Warrants aggregate | 14,240,508 | ||||
Gross proceeds (in Dollars) | $ | 30,000,000 | ||||
Excluding proceeds (in Dollars) | $ | $ 27,850,000 | ||||
Common stock , description | During the year ended February 28, 2022, the following shares of common stock were issued: - 87,100,403 shares of common stock related to the reverse acquisition of HotPlay valued at $70,223,429. - 258,594 shares of common stock for compensation valued at $419,228. - 97,500 shares of common stock for consulting valued at $127,750. - 335,000 shares of common stock for related redemption on a loan valued at $670,000. - 1,925,581 shares of common stock pursuant to an Exchange agreement valued at $4,813,952. - 18,987,342 shares issued for public offering valued at $27,850,001. During the year ended February 28, 2022, the Company repurchased 344,400 shares pursuant to an Amendment agreement to the Intellectual Property Purchase Agreement, which are classified as treasury stock valued at $771,456. On May 2, 2022, and pursuant to the terms of the respective Intellectual Property Purchase Agreements with FBP and TIQ, the Company issued FBP and TIQ 1,666,667 and 1,250,000 shares of Company common stock, respectively. | ||||
Repurchased shares | 344,400 | ||||
Treasury stock value (in Dollars) | $ | $ 771,456 | ||||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Common stock shares issued | 108,360,020 | ||||
Common stock shares outstanding | 108,360,020 | 62,400,000 | |||
Floor price (in Dollars per Square Foot) | $ / ft² | 1.97 | ||||
Warrants outstanding | 14,811,679 | ||||
Weighted average exercise price (in Dollars per share) | $ / shares | $ 1.97 | $ 2.05 | |||
Warrants weighted average remaining life | 10 months 17 days | ||||
Shares issued | 3,461 | ||||
Warrants to purchase | 14,240,508 | 14,402,408 | |||
Warrant beneficial ownership, description | The exercise of the Warrants will be subject to a beneficial ownership limitation, which will prohibit the exercise thereof, if upon such exercise the holder of the Warrants, its affiliates and any other persons or entities acting as a group together with the holder or any of the holder’s affiliates would hold 4.99% (or, upon election of a purchaser prior to the issuance of any shares, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant held by the applicable holder, provided that the holders may increase or decrease the beneficial ownership limitation (up to a maximum of 9.99%) upon 61 days advance notice to the Company, which 61 day period cannot be waived. | ||||
Floor price per share (in Dollars per share) | $ / shares | $ 1.97 | ||||
Liquidated damages (in Dollars) | $ | $ 1,000 | ||||
Trading days per share (in Dollars per share) | $ / shares | $ 10 | ||||
Increasing trading days (in Dollars per share) | $ / shares | $ 20 | ||||
Common Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Issued initial payment (in Dollars) | $ | $ 500,000 | ||||
Repurchased shares | (344,400) | ||||
Common stock shares authorized | 500,000,000 | ||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | ||||
Warrant [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares issued | 14,402,408 | ||||
Maximum [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 100,000,000 | ||||
Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | ||||
Series A Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Description of voting right | The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. | ||||
Dividends in arrears (in Dollars) | $ | $ 0 | $ 1,102,068 | |||
Number of preferred shares issued | 0 | 0 | |||
Number of preferred shares outstanding | 0 | 0 | |||
Number of shares issued per share converted | 0.74177 | ||||
Series B Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Number of preferred shares issued | 0 | 10,000,000 | |||
Number of preferred shares outstanding | 0 | 10,000,000 | |||
Percentage of outstanding common shares | 33.85% | ||||
Series C Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 3,828,500 | 3,828,500 | |||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Number of preferred shares issued | 0 | 3,828,500 | |||
Number of preferred shares outstanding | 0 | 3,828,500 | |||
Series D Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 6,100,000 | 6,100,000 | 6,100,000 | ||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Number of preferred shares issued | 0 | 0 | |||
Number of preferred shares outstanding | 0 | 0 | |||
Number of shares issued per share converted | 0.44 | ||||
Liquidation preference per share (in Dollars per share) | $ / shares | $ 1 | ||||
Liquidation preference aggregate value (in Dollars) | $ | $ 6,100,000 | ||||
Common Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares repurchased | 344,400 | ||||
Common stock shares issued | 165,000 | ||||
Warrant [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Per share (in Dollars per share) | $ / shares | $ 1.58 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of warrants outstanding - $ / shares | 4 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Feb. 28, 2022 | |
Schedule of warrants outstanding [Abstract] | ||
Warrant Outstanding, beginning | 3,045,921 | |
Weighted average exercise, outstanding beginning | $ 2.5 | |
Warrant Outstanding, Reverse acquisition date | 2,982,421 | |
Weighted average exercise, outstanding Reverse acquisition date | $ 2.45 | |
Warrant Outstanding, ending | 14,811,679 | |
Weighted average exercise, outstanding ending | $ 2.05 | |
Warrants granted | 161,900 | 14,402,408 |
Weighted average exercise, Warrants granted | $ 4.59 | $ 1.97 |
Warrants exercised/forfeited/expired | (225,400) | (2,411,250) |
Weighted average exercise, Warrants exercised/forfeited/expired | $ 4.61 | $ 2.06 |
Common stock issuable upon exercise of warrants | 14,811,679 | |
Common stock issuable upon exercise of warrants | $ 2.05 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Mar. 08, 2021 | Apr. 27, 2020 | Aug. 15, 2019 | Sep. 27, 2021 | May 19, 2021 | May 18, 2021 | Jul. 31, 2020 | Jul. 21, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | Sep. 01, 2021 | Jul. 21, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Office space lease agreement, description | approximately 5,279 square feet of office space at 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323. In accordance with the terms of the office space lease agreement, the Company will be renting the commercial office space, for a term of almost eight years from March 1, 2021, through July 31, 2028. Additionally, the Group rents office space located in Puerto Rico, Thailand, Belgium, and Switzerland with lease terms ranging from five to nine years. | |||||||||||
Common stock, per share (in Dollars per share) | $ 2.5 | |||||||||||
Aggregate amount | $ 4,813,952 | |||||||||||
Share issued (in Shares) | 90,000 | |||||||||||
Purchase agreement, description | the Company, IDS, TD Asset and Ari Daniels, the principal of IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “IP Purchase Amendment”). Pursuant to the IP Purchase Agreement, the parties amended the IP Purchase Agreement, with the Company agreeing to make a payment to IDS in the amount of $2,850,000 (the “Payment”), payable by way of an initial payment of $500,000, and twelve monthly payments of approximately $195,833 (collectively, the “Required Payments”), with such monthly payments beginning 30 days after the initial payment, which is due seven days after the date of the IP Purchase Amendment. Such monthly payments may be pre-paid at any time without penalty. At the Company’s option, any portion of the amount due may be paid to IDS by a party separate from the Company (either a related party of the Company or a third-party) (a “Paying Party”), for the benefit of the Company, which shall be treated for all purposes as a payment by the Company. As consideration for such Paying Party making such payment on behalf of the Company, IDS agreed to transfer the Paying Party a number of the IDS Shares equal to the amount of the cash payment(s) made by a Paying Party multiplied by 0.6888 as to the first $500,000 payment, and 0.691 as to the monthly payments (as applicable, the “Applicable Portion” of the IDS Shares). Upon each payment of amounts due to IDS pursuant to the terms of the IP Agreement Amendment as discussed above by the Company (instead of a Paying Party), IDS agreed to transfer the portion of the IDS Shares equal to the Applicable Portion, to the Company | |||||||||||
Initial payment | $ 500,000 | |||||||||||
Paid monthly counsel | $ 24,583.33 | |||||||||||
Monthly payments shall be withheld | $ 20,000 | |||||||||||
Monthly payment term | 12 months | |||||||||||
Defendants refuse to pay totaling | $ 7,657,023 | |||||||||||
Minimum [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Operating leases for employees term | 24 months | |||||||||||
Maximum [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Operating leases for employees term | 62 months | |||||||||||
CEO [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Repayment debt | $ 7,657,023 | |||||||||||
TD Assets Holding, LLC [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Share issued (in Shares) | 1,968,000 | |||||||||||
Red Anchor Trading Corp. [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Made loans totaling | $ 9,141,372 | |||||||||||
Ying Pei Digital Technology (Shanghai) Company Ltd [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Owns approximately of outstanding shares percentage | 33.85% | |||||||||||
Intellectual Property Purchase Agreement [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Common stock, per share (in Dollars per share) | $ 2.5 | |||||||||||
Aggregate amount | $ 4,920,000 | |||||||||||
IP Purchase Amendment [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Initial payment | $ 500,000 | |||||||||||
Common stock repurchased shares (in Shares) | 344,400 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of represents obligations and commitments | Feb. 28, 2022USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Current FYE 2023 | $ 1,077,164 |
Long Term FYE 2024 | 3,342,475 |
Totals | 4,419,639 |
Office Leases [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Current FYE 2023 | 611,168 |
Long Term FYE 2024 | 3,091,132 |
Totals | 3,702,300 |
Car Leases [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Current FYE 2023 | 325,524 |
Long Term FYE 2024 | 244,143 |
Totals | 569,667 |
Insurance and Other [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Current FYE 2023 | 140,472 |
Long Term FYE 2024 | 7,200 |
Totals | $ 147,672 |
Business Segment Reporting (Det
Business Segment Reporting (Details) - Schedule of segments - USD ($) | 12 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | [1] | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 8,203,326 | ||
Cost of Revenue | 2,346,367 | ||
Gross Profit | 5,856,959 | ||
NextMedia [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 6,466,498 | ||
Cost of Revenue | 1,718,286 | ||
Gross Profit | 4,748,212 | ||
NextFinTech [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,581,421 | ||
Cost of Revenue | 490,911 | ||
Gross Profit | 1,090,510 | ||
NextTrip [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 155,407 | ||
Cost of Revenue | 137,170 | ||
Gross Profit | $ 18,237 | ||
[1] | Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay’s financials. |
Business Segment Reporting (D_2
Business Segment Reporting (Details) - Schedule of geographic information - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 8,203,326 | |
Long-lived Assets | 65,993,497 | 7,785,396 |
United States and Puerto Rico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 1,736,828 | |
Long-lived Assets | 44,128,496 | |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 6,466,498 | |
Long-lived Assets | 11,913,658 | |
Thailand [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | ||
Long-lived Assets | $ 9,951,343 | $ 7,785,396 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value - USD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
Financial assets | ||
Cash | $ 6,618,951 | |
Short Term Investment | 304,509 | |
Accounts Receivable | 766,793 | |
Loans receivable | 17,355,163 | |
Unbilled receivable | 3,277,408 | |
Other Receivable | 343,681 | |
Other Receivable, related party | 155,425 | |
Advance for investment | 3,227,117 | |
Investments in unconsolidated affiliates | 14,980 | |
Convertible Notes Receivable, related Party | 4,594,214 | |
Operating lease right-of-use asset | 3,962,596 | |
Security Deposits | 264,373 | |
Financial liabilities | ||
Line of Credit and Notes Payable, net | 7,612,554 | |
Accounts payable & accrued Expense | 8,595,064 | |
Other current liabilities | 392,684 | |
Operating lease liability | 3,829,750 | |
Other liabilities | 7,608,279 | |
Note payable long term, related parties | 1,731,354 | |
Other long term liability | 34,847 | |
Level 2 [Member] | ||
Financial assets | ||
Cash | ||
Short Term Investment | ||
Accounts Receivable | ||
Loans receivable | ||
Unbilled receivable | ||
Other Receivable | ||
Other Receivable, related party | ||
Advance for investment | ||
Investments in unconsolidated affiliates | ||
Convertible Notes Receivable, related Party | ||
Operating lease right-of-use asset | ||
Security Deposits | ||
Financial liabilities | ||
Line of Credit and Notes Payable, net | ||
Accounts payable & accrued Expense | ||
Other current liabilities | ||
Operating lease liability | ||
Other liabilities | ||
Note payable long term, related parties | ||
Other long term liability | ||
Level 3 [Member] | ||
Financial assets | ||
Cash | 6,618,951 | |
Short Term Investment | 304,509 | |
Accounts Receivable | 766,793 | |
Loans receivable | 17,355,163 | |
Unbilled receivable | 3,277,408 | |
Other Receivable | 343,681 | |
Other Receivable, related party | 155,425 | |
Advance for investment | 3,227,117 | |
Investments in unconsolidated affiliates | ||
Convertible Notes Receivable, related Party | 4,594,214 | |
Operating lease right-of-use asset | 3,962,596 | |
Security Deposits | 264,373 | |
Financial liabilities | ||
Line of Credit and Notes Payable, net | 7,612,554 | |
Accounts payable & accrued Expense | 8,595,064 | |
Other current liabilities | 392,684 | |
Operating lease liability | 3,829,750 | |
Other liabilities | 7,608,279 | |
Note payable long term, related parties | 1,731,354 | |
Other long term liability | 34,847 | |
Level 1 [Member] | ||
Financial assets | ||
Short Term Investment | ||
Accounts Receivable | ||
Loans receivable | ||
Unbilled receivable | ||
Other Receivable | ||
Other Receivable, related party | ||
Advance for investment | ||
Investments in unconsolidated affiliates | 14,980 | |
Convertible Notes Receivable, related Party | ||
Operating lease right-of-use asset | ||
Security Deposits | ||
Financial liabilities | ||
Line of Credit and Notes Payable, net | ||
Accounts payable & accrued Expense | ||
Other current liabilities | ||
Operating lease liability | ||
Other liabilities | ||
Note payable long term, related parties | ||
Other long term liability |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 12 Months Ended |
Feb. 28, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Carry-forward balance amount | $ 86 |
Change in ownership percentage | 50.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of the provision for income taxes - USD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
Schedule of the provision for income taxes [Abstract] | ||
Current | $ 16,876 | |
Deferred | ||
Total income taxes | $ 16,876 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of components of deferred income tax assets and liabilities - USD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Schedule of components of deferred income tax assets and liabilities [Abstract] | ||
Net operating loss carry-forwards | $ 21,642,536 | $ 16,856,859 |
Impairment loss | 1,580,367 | |
Investment valuation | 606,940 | |
Other | 5,735 | 581,529 |
Total deferred assets | 23,835,578 | 17,438,388 |
Valuation allowance | (23,835,578) | (17,438,388) |
Total income tax |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of effective tax rates | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Schedule of effective tax rates [Abstract] | ||
Statutory Federal income tax rate | (21.00%) | (21.00%) |
State taxes, net of Federal | (4.50%) | (4.50%) |
Permanent difference | (1.00%) | (1.00%) |
Change in valuation allowance | 26.50% | 26.50% |
Income tax percentage | 0.00% | 0.00% |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of basic and diluted earnings per-share - USD ($) | 12 Months Ended | ||
Feb. 28, 2022 | Feb. 28, 2021 | Feb. 21, 2021 | |
Schedule of basic and diluted earnings per-share [Abstract] | |||
Net Loss attributable to common shareholders (Numerator), Basic earnings | $ (37,972,770) | $ (1,200,309) | |
Weighted Average Shares (Denominator), Basic earnings | 94,513,747 | 62,400,000 | 62,400,000 |
Per Share Amount, Basic earnings | $ (0.4) | $ (0.02) | $ (0.02) |
Net Loss attributable to common shareholders (Numerator), Effect of dilutive securities | |||
Weighted Average Shares (Denominator), Effect of dilutive securities | |||
Per Share Amount, Effect of dilutive securities | |||
Net Loss attributable to common shareholders (Numerator), Dilutive earnings | $ (37,972,770) | $ (1,200,309) | |
Weighted Average Shares (Denominator), Dilutive earnings | 94,513,747 | 62,400,000 | |
Per Share Amount, Dilutive earnings | $ (0.4) | $ (0.02) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Jun. 13, 2022 | May 31, 2022 | May 05, 2022 | Apr. 29, 2022 | Mar. 31, 2022 | Mar. 04, 2022 |
Subsequent Events (Details) [Line Items] | ||||||
Common stock par value (in Dollars per share) | $ 0.00001 | |||||
Aggregate gross offering price | $ 20,000,000 | $ 20,000,000 | ||||
Original principal amount | $ 2,765,000 | |||||
Payments of consideration | 2,500,000 | |||||
Original issue discount | 250,000 | |||||
Professional fees and transaction expenses | $ 15,000 | |||||
Note interest rate description | The May 2022 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on May 5, 2023). From time to time, beginning six months after issuance, Streeterville may redeem any portion of the May 2022 Streeterville Note, up to a maximum amount of $625,000 per month. In the event the Company fails to pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the May 2022 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral, the outstanding balance of the May 2022 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the May 2022 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the May 2022 Streeterville Note on or before the date that is 6 months from the Effective Date subject to a prepayment penalty equal to 5% of the amount of the outstanding balance, and after 6 months from the Effective Date will be subject to 10%. For so long as the May 2022 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments will be applied towards and will reduce the outstanding balance of the May 2022 Streeterville Note. Each time that the Company fails to pay an Equity Payment, the outstanding balance of the May 2022 Streeterville Note automatically increases by 10%. | |||||
Standstill Agreements [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Original principal amount | $ 1,665,000 | |||||
Outstanding balance | 87,639.33 | |||||
Outstanding balance including outstanding interest | $ 1,840,912.84 | |||||
June 2022 Promissory Notes [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Subsequent event, description | the Company entered into two promissory notes, each in the principal amount of approximately CAD $231,121 (USD $178,234), with its former legal counsel, which notes were issued, along with a CAD $10,000 (USD $7,712) in lieu of immediate payment of outstanding amounts payable to such counsel for legal services previously rendered to the Company. The first note will mature on July 31, 2022, and the second note will mature on September 1, 2022; provided, however, that if the Company fails to repay the first note in full on or before its maturity date, then the second note will automatically become immediately due and payable. Both notes are unsecured and accrue interest at a rate of 18% per annum. |